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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from _________ to _________                         
Commission file number 001-33365
cantaloupe_horiz_2cLRG.jpg
Cantaloupe, Inc.
_______________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania23-2679963
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
101 Lindenwood Drive, Suite 405
Malvern,Pennsylvania19355
(Address of principal executive offices)(Zip Code)
(610) 989-0340
_______________________________________________________________
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName Of Each Exchange On Which Registered
Common Stock, no par valueCTLPThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer
☑
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of February 3, 2025, there were 73,034,575 outstanding shares of Common Stock, no par value.



Cantaloupe, Inc.

TABLE OF CONTENTS
1.
1A.
2.
3.
4.
5.
6.
Exhibits



Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
Cantaloupe, Inc.
Condensed Consolidated Balance Sheets
December 31, 2024 (Unaudited)
June 30, 2024
($ in thousands, except share data)
Assets
Current assets:
Cash and cash equivalents$27,679 $58,920 
Accounts receivable, net29,112 43,848 
Finance receivables, net5,988 6,391 
Inventory44,716 40,791 
Prepaid expenses and other current assets9,514 7,844 
Total current assets117,009 157,794 
Non-current assets:
Finance receivables, net7,700 10,036 
Property and equipment, net37,694 34,029 
Operating lease right-of-use assets7,939 7,986 
Intangibles, net25,016 24,626 
Goodwill102,292 94,903 
Other assets5,395 6,194 
Total non-current assets186,036 177,774 
Total assets$303,045 $335,568 
Liabilities, convertible preferred stock, and shareholders’ equity
Current liabilities:
Accounts payable$41,081 $78,895 
Accrued expenses20,918 24,008 
Current obligations under long-term debt1,458 1,266 
Deferred revenue1,356 1,726 
Total current liabilities64,813 105,895 
Long-term liabilities:
Deferred income taxes545 466 
Long-term debt, less current portion35,554 36,284 
Other noncurrent liabilities9,273 8,457 
Total long-term liabilities45,372 45,207 
Total liabilities110,185 151,102 
Commitments and contingencies (Note 14)
Convertible preferred stock:
Series A convertible preferred stock, 900,000 shares authorized, 385,782 and 385,782 issued and outstanding, with liquidation preferences of $23,011 and $22,722 at December 31, 2024 and June 30, 2024, respectively
2,720 2,720 
Shareholders’ equity:
Common stock, no par value, 640,000,000 shares authorized, 73,034,575 and 72,935,497 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively
— — 
Additional paid-in capital483,806 482,329 
Accumulated deficit(291,913)(300,459)
   Accumulated other comprehensive loss(1,753)(124)
Total shareholders’ equity190,140 181,746 
Total liabilities, convertible preferred stock, and shareholders’ equity$303,045 $335,568 
See accompanying notes to condensed consolidated financial statements.
3

Cantaloupe, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three months endedSix months ended
December 31,December 31,
($ in thousands, except share and per share data)2024202320242023
Revenues:
Subscription and transaction fees$65,086 $56,029 $128,877 $111,164 
Equipment sales8,636 9,330 15,681 16,878 
Total revenues73,722 65,359 144,558 128,042 
Costs of sales (exclusive of certain depreciation and amortization):
Cost of subscription and transaction fees35,152 31,885 70,896 63,613 
Cost of equipment sales7,850 9,158 14,091 15,785 
Total costs of sales43,002 41,043 84,987 79,398 
Operating expenses:
Sales and marketing5,385 4,367 10,833 8,509 
Technology and product development4,523 3,030 9,023 7,198 
General and administrative11,239 10,505 23,166 20,943 
Integration and acquisition expenses44 93 241 171 
Depreciation and amortization3,366 2,736 6,038 5,483 
Total operating expenses24,557 20,731 49,301 42,304 
Operating income6,163 3,585 10,270 6,340 
Other income (expense):
Interest income398 493 845 1,010 
Interest expense(993)(1,002)(1,984)(2,109)
Other (expense) income, net(199)129 (12)52 
Total other expense, net(794)(380)(1,151)(1,047)
Income before income taxes5,369 3,205 9,119 5,293 
Provision for income taxes(395)(81)(573)(162)
Net income4,974 3,124 8,546 5,131 
Preferred dividends— — (289)(289)
Net income applicable to common shares$4,974 $3,124 $8,257 $4,842 
Net earnings per common share
Basic$0.07 $0.04 $0.11 $0.07 
Diluted$0.07 $0.04 $0.11 $0.07 
Weighted average number of common shares outstanding used to compute net earnings per share applicable to common shares
Basic73,114,387 72,743,162 73,091,622 72,730,563 
Diluted74,733,608 73,913,599 74,358,717 73,934,917 
See accompanying notes to condensed consolidated financial statements.


4

Cantaloupe, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

Three months endedSix months ended
December 31,December 31,
($ in thousands)2024202320242023
Net income4,974 $3,124 8,546 $5,131 
Foreign currency translation adjustments(1,818)(24)(1,629)(24)
Other comprehensive loss(1,818)(24)(1,629)(24)
Total comprehensive income$3,156 $3,100 $6,917 $5,107 

See accompanying notes to condensed consolidated financial statements.
5

Cantaloupe, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity
(Unaudited)

Three and Six Months Ended December 31, 2024
($ in thousands, except share data)Convertible Preferred StockCommon StockAdditional Paid-in CapitalAccumulated
Deficit		Accumulated Other Comprehensive Income (Loss)Total Shareholders' Equity
SharesAmountSharesAmount
Balance, June 30, 2024385,782 $2,720 72,935,497 $— $482,329 $(300,459)$(124)$181,746 
Stock-based compensation— — — — 723 — — 723 
Vesting of restricted stock— — 50,675 — — — — — 
Other comprehensive income— — — — — — 189 189 
Net income— — — — — 3,572 — 3,572 
Balance, September 30, 2024385,782 2,720 72,986,172 — 483,052 (296,887)65 186,230 
Stock-based compensation— — — — 754 — — 754 
Vesting of restricted stock— — 48,403 — — — — — 
Other comprehensive loss— — — — — — (1,818)(1,818)
Net income— — — — — 4,974 — 4,974 
Balance, December 31, 2024385,782 $2,720 73,034,575 $— $483,806 $(291,913)$(1,753)$190,140 

Three and Six Months Ended December 31, 2023
($ in thousands, except share data)Convertible Preferred StockCommon StockAdditional Paid-in CapitalAccumulated
Deficit		Accumulated Other Comprehensive LossTotal Shareholders' Equity
SharesAmountSharesAmount
Balance, June 30, 2023385,782 $2,720 72,664,464 $— $477,324 $(312,452)$— $164,872 
Stock-based compensation— — — — 1,934 — — 1,934 
Vesting of restricted stock— — 20,801 — — — — — 
Exercise of stock options— — 10,000 — 74 — — 74 
Net income— — — — — 2,007 — 2,007 
Balance, September 30, 2023385,782 2,720 72,695,265 — 479,332 (310,445)— 168,887 
Stock-based compensation— — 43,793 — 1,109 — — 1,109 
Vesting of restricted stock— — — — — — — — 
Other comprehensive loss— — — — — — (24)(24)
Net income— — — — — 3,124 — 3,124 
Balance, December 31, 2023385,782 $2,720 72,739,058 $— $480,441 $(307,321)$(24)$173,096 
See accompanying notes to condensed consolidated financial statements.
6

Cantaloupe, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six months ended
December 31,
($ in thousands)20242023
Cash flows from operating activities:
Net income$8,546 $5,131 
Adjustments to reconcile net income to net cash used in operating activities:
Stock-based compensation1,830 3,043 
Provision for expected losses2,121 2,384 
Depreciation and amortization6,920 6,205 
Non-cash lease expense879 734 
Other997 433 
Changes in operating assets and liabilities:
Accounts receivable13,265 (12,278)
Finance receivables2,264 1,886 
Inventory(4,845)(2,941)
Prepaid expenses and other assets(1,402)(2,506)
Accounts payable and accrued expenses(40,905)(2,915)
Operating lease liabilities(796)(530)
Deferred revenue(370)122 
Net cash used in operating activities(11,496)(1,232)
Cash flows from investing activities:
Capital expenditures(8,081)(5,912)
Acquisition of business, net of cash acquired(9,761)— 
Net cash used in investing activities(17,842)(5,912)
Cash flows from financing activities:
Repayment of long-term debt(573)(384)
Proceeds from exercise of common stock options— 74 
Payment of employee taxes related to stock-based compensation(353)— 
Net cash used in financing activities(926)(310)
Effect of currency exchange rate changes on cash and cash equivalents(977)5 
Net decrease in cash and cash equivalents(31,241)(7,449)
Cash and cash equivalents at beginning of year58,920 50,927 
Cash and cash equivalents at end of period$27,679 $43,478 
Supplemental disclosures of cash flow information:
Interest paid in cash$1,672 $1,931 
Income taxes paid in cash$778 $130 

See accompanying notes to condensed consolidated financial statements.
7

Cantaloupe, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. BUSINESS

Cantaloupe, Inc., is organized under the laws of the Commonwealth of Pennsylvania. We are a digital payments and software services company that provides end-to-end technology solutions for self-service commerce. We offer a single platform for self-service commerce which includes integrated payments processing and software solutions that handle inventory management, pre-kitting, route logistics, warehouse 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. Our customers range from vending machine companies to operators of micro-markets and smart retail, laundromats, metered parking terminals, amusement and entertainment venues, IoT services and more.

Cantaloupe, Inc. and its consolidated subsidiaries are referred to herein collectively as "Cantaloupe," the "Company," "we," "our" or "us," unless the context requires otherwise.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Preparation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") 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, 2024 Annual Report on Form 10-K.

The Company's legal entities are based in the United States, Mexico and the United Kingdom. The functional currencies of our foreign wholly-owned subsidiaries are the local currencies. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company evaluates these estimates on an ongoing basis.

Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, capitalization of internal-use software and cloud computing arrangements, fair value of acquired assets and liabilities including goodwill through purchase accounting, income taxes and sales tax reserves. See the Company's Annual Report, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, section Critical Accounting Estimates.

Reclassification

Certain reclassifications have been made to prior year's reported amounts in order to conform to the current year presentation. These reclassifications did not impact our previously reported net income or stockholders’ equity.

Recent Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes
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paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is the Company's fiscal year ended June 30, 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023, which is the Company's fiscal year ended June 30, 2025. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, which is the Company's fiscal year ended June 30, 2026. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2024-03 Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

No other new accounting pronouncements, issued or effective during the period ended December 31, 2024, have had or are expected to have a significant impact on the Company’s financial statements.

3. ACCOUNTS RECEIVABLE

Accounts receivable includes amounts due to the Company for sales of equipment and subscription fees, settlement receivables for amounts due from third-party payment processors, receivables from contract manufacturers and unbilled amounts due from customers, net of the allowance for credit losses. Accounts receivable, net of the allowance for uncollectible accounts were $29.1 million as of December 31, 2024 and $43.8 million as of June 30, 2024.

Allowance for credit losses

The following table represents a rollforward of the allowance for credit losses for the six months ended December 31, 2024 and 2023:
Six months ended December 31,
($ in thousands)20242023
Balance, June 30$13,442 $10,815 
Provision for expected losses558 958 
Write-offs(354)(60)
Balance, September 3013,646 11,713 
Provision for expected losses1,064 1,266 
Write-offs(3,559)(134)
Balance, December 31$11,151 $12,845 


4. FINANCE RECEIVABLES

The Company's finance receivables consist of devices under its financing program. Predominately all of the Company’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases.

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The Company collects lease payments from customers primarily as part of the flow of funds from our transaction processing services. 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.

At December 31, 2024, 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 AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$2,205 $1,956 $5,374 $2,196 $374 $115 $12,220 
30 days and under38 39 133 98 46 12 366 
31 - 60 days13 19 78 87 45 12 254 
61 - 90 days9 13 91 35 50 30 228 
Greater than 90 days18 87 988 509 161 1,290 3,053 
Total finance receivables$2,283 $2,114 $6,664 $2,925 $676 $1,459 $16,121 

At June 30, 2024, 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 AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$2,199 $5,135 $4,668 $1,961 $456 $324 $14,743 
30 days and under13 67 80 85 56 42 343 
31 - 60 days8 64 58 49 47 38 264 
61 - 90 days8 62 48 32 36 38 224 
Greater than 90 days35 387 625 208 297 1,235 2,787 
Total finance receivables$2,263 $5,715 $5,479 $2,335 $892 $1,677 $18,361 

The following table represents a rollforward of the allowance for finance receivables for the six months ended December 31, 2024 and 2023:

Six months ended December 31,
($ in thousands)20242023
Balance, June 30$1,934 $2,098 
Provision for expected losses391 51 
Balance, Sept 302,325 2,149 
Provision for expected losses108 108 
Balance, December 312,433 2,257 

There were no material write-offs of finance receivables for the six months ended December 31, 2024 and 2023.
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Cash to be collected on our performing finance receivables due for each of the fiscal years is as follows:
($ in thousands)Amount
Remainder of 2025$3,658 
20266,026 
20274,135 
20282,127 
2029848 
Thereafter122 
Total amounts to be collected16,916 
Less: interest(795)
Less: allowance for uncollectible receivables(2,433)
Total finance receivables$13,688 

5. LEASES

Lessee Accounting
We have operating leases which are real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases:
($ in thousands)Balance Sheet ClassificationDecember 31,
2024		June 30,
2024
Assets:Operating lease right-of-use assets$7,939 $7,986 
Liabilities:
CurrentAccrued expenses$1,425 $1,320 
Long-termOther noncurrent liabilities8,511 8,457 
Total lease liabilities$9,936 $9,777 

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

($ in thousands)Six months ended
December 31,
20242023
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities$1,061 $1,220 
Non-cash activity:
Right-of-use assets obtained in exchange for new lease obligations$525 $6,657 

Maturities of lease liabilities by fiscal year for our leases as of December 31, 2024 are as follows:
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($ in thousands)Operating
Leases
Remainder of 2025$875 
20262,409 
20271,958 
20281,453 
20291,489 
Thereafter5,720 
Total lease payments13,904 
Less: Imputed interest(3,968)
Present value of lease liabilities$9,936 

Lessor Accounting

Property and equipment used for the Cantaloupe One operating lease rental program consisted of the following:
($ in thousands)December 31,
2024		June 30,
2024
Cost$32,914 $32,513 
Accumulated depreciation(25,757)(24,742)
Net$7,157 $7,771 

For the three months ended December 31, 2024 and 2023, the Company recognized $2.2 million and $2.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

For the six months ended December 31, 2024 and 2023, the Company recognized $4.5 million and $4.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

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 December 31, 2024 are disclosed within Note 4 - Finance Receivables.

6. DEBT AND OTHER FINANCING ARRANGEMENTS

The Company's debt and other financing arrangements as of December 31, 2024 and June 30, 2024 consisted of the following:
As of December 31,As of June 30,
($ in thousands)20242024
JPMorgan Credit Facility*$37,063 $37,625 
Other obligations24 34 
Less: unamortized issuance costs and debt discount(75)(109)
Total37,012 37,550 
Less: debt and other financing arrangements, current(1,458)(1,266)
Debt and other financing arrangements, noncurrent$35,554 $36,284 
* See discussion below on amendment to the JPMorgan Credit Facility.

JPMorgan Credit Facility

On March 17, 2022, the Company entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A. which provides for a $15 million secured revolving credit facility (the “Amended Revolving Facility”) and a $25 million
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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.

On December 1, 2022, the Company entered into an amendment to the 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, including $15 million from the revolving credit facility and $10 million from the term facility. No issuance costs were capitalized in connection with this amendment. As of December 31, 2024, the weighted-average interest rate for the Amended JPMorgan Credit Facility is approximately 8.7%.

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 Company was in compliance with its financial covenants for the Amended JPMorgan Credit Facility as of December 31, 2024.

See Note 16 - Subsequent Events for information on the refinancing of the JPMorgan Credit Facility that occurred in January 2025.

7. ACCRUED EXPENSES
Accrued expenses consisted of the following as of December 31, 2024 and June 30, 2024:
As of December 31,As of June 30,
($ in thousands)20242024
Sales tax$11,780 $12,070 
Accrued compensation and related sales commissions2,827 4,061 
Operating lease liabilities - current1,425 1,320 
Accrued professional fees2,798 4,336 
Consideration withheld for acquisitions - current*1,442 1,370 
Accrued other646 851 
Total accrued expenses$20,918 $24,008 
* See Note 9 - Acquisitions for a description of the arrangements.

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8. GOODWILL AND INTANGIBLES

Intangible asset balances and goodwill consisted of the following:
As of December 31, 2024
Weighted Average Remaining Useful Life (Years)
($ in thousands)GrossAccumulated AmortizationNet
Intangible assets:
Brand and trade names$2,510 (2,075)435 1.8
Developed technology22,882 (14,467)8,415 3.6
Customer relationships27,186 (11,020)16,166 8.5
Total intangible assets$52,578 $(27,562)$25,016 6.7
Goodwill$102,292 $— $102,292 Indefinite
As of June 30, 2024Weighted Average Useful Life (Years)
($ in thousands)GrossAccumulated AmortizationNet
Intangible assets:
Brand and trade names$2,361 $(1,852)$509 1.6
Developed technology20,062 (13,304)6,758 3.6
Customer relationships27,024 (9,665)17,359 8.8
Total intangible assets$49,447 $(24,821)$24,626 7.2
Goodwill$94,903 $— $94,903 Indefinite

During the three and six months ended December 31, 2024, the Company recognized $1.5 million and $2.7 million, respectively, in amortization expense related to intangible assets.

During the three and six months ended December 31, 2023, the Company recognized $1.4 million and $3.0 million, respectively, in amortization expense related to intangible assets.

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 one single reporting unit for purposes of testing goodwill for impairment. During the six months ended December 31, 2024 and December 31, 2023, the Company did not recognize any impairment charges related to goodwill.

9. ACQUISITIONS
On September 5, 2024, the Company acquired all of the equity interests of SB Software Limited ("SB Software"), a United Kingdom private limited company. SB Software is in the business of vending and coffee machine management in the United Kingdom. The acquisition enhances Cantaloupe’s operational capabilities and market reach in Europe.
On February 1, 2024, the Company acquired all of the equity interests of Cheq Lifestyle Technology, Inc. ("Cheq"). Cheq powers payments for numerous professional sports teams, entertainment venues and festival operators through its enterprise-grade payment devices and mobile ordering platform. The acquisition positions Cantaloupe for expansion into the large and rapidly growing sports, entertainment, and restaurant sectors with a comprehensive suite of self-service solutions.

Both acquisitions were accounted for as business combinations using the acquisition method of accounting. The purchase price of each acquired company was allocated between tangible and intangible assets acquired and liabilities assumed from the acquired businesses 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.

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SB Software
For SB Software, the Company paid a purchase price of approximately $11.4 million which includes cash paid of $10.0 million and the estimated fair value of contingent consideration of $1.4 million. The acquisition was funded by the Company's cash on hand.
The $1.4 million fair value of the contingent consideration represents the present value of up to $3.3 million in contingent consideration based on a Monte Carlo Simulation should SB Software achieve certain revenue growth targets as defined in the share purchase agreement. Should these targets be achieved, approximately $1.3 million, $1.0 million and $1.0 million, denominated in British Pounds, will be payable in September 2025, September 2026 and September 2027, respectively. Should the targets be achieved, the Company may choose to pay this contingent consideration in either cash or common stock valued based on the average stock price for the 10 trading days preceding the release of these shares. As of December 31, 2024, the current and noncurrent portions of the fair value of the contingent consideration of $0.5 million and $0.8 million are included in Accrued expenses and Other non-current liabilities on the Condensed Consolidated Balance Sheet, respectively.
The following table summarizes the estimated fair value assigned to the assets acquired and liabilities assumed:

($ in thousands)Amount
Cash and cash equivalents$284 
Accounts receivable94 
Inventory42 
Prepaid expenses14 
Property and equipment67 
Operating lease right-of-use assets244 
Intangible assets3,303 
Total identifiable assets acquired4,048 
Accounts payable(71)
Accrued expenses(152)
Operating lease liability(244)
Total liabilities assumed(467)
Total identifiable net assets3,581 
Goodwill7,793 
Fair value of total considerations transferred$11,374 

The Company determined the estimated fair value of the identifiable intangible assets acquired with the assistance of third-party valuation consultants. Amounts allocated to identifiable intangible assets included $3.0 million related to developed technology, $0.2 million related to customer relationships, and $0.1 million related to trade names. The estimated fair value of the acquired developed technology was determined using a multi-period excess earnings method. The estimated fair value of the acquired customer relationships was determined using the distributor method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The estimated fair value of the acquired trade names was determined using the relief from royalty method which estimates the value using the discounted value of the royalties that a company would pay to license the trade name. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives for developed technology, customer relationship, trade names were 5, 3 and 3 years, respectively.

Goodwill of $7.8 million arising from the acquisition includes the expected synergies between SB Software and the Company. Goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The Company recognized $0.2 million of integration and acquisition related costs that were expensed during the six months ended December 31, 2024. These costs are recorded within Integration and acquisition expenses in the Condensed Consolidated Statements of Operations.

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The allocation of the purchase price is currently provisional and is subject to change over the remainder of the measurement period as the Company continues to evaluate and analyze the estimates and assumptions used in the valuation. For the quarter ended December 31, 2024, certain immaterial adjustments were made the allocation of the purchase price. Pro forma financial information of the acquisition and revenue and net income since acquisition are not presented due to the immaterial impact of the financial results of SB Software in the Company's Condensed Consolidated Financial Statements.
Cheq
For Cheq, the Company paid an aggregate purchase price consideration of $4.7 million, including $1.1 million in accounts payable paid concurrently with the acquisition and $0.9 million cash held back by the Company for net working capital and other post-closing adjustments. The acquisition was funded by the Company's cash on hand. Cash held back by the Company is expected to be paid during the quarter ended March 31, 2025.

The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed:

($ in thousands)Amount
Cash and cash equivalents$84 
Property and equipment
1,136 
Intangible assets1,750 
Other assets486 
Total identifiable assets acquired3,456 
Accounts payable
(691)
Other liabilities(52)
Total liabilities assumed(743)
Total identifiable net assets2,713 
Goodwill2,000 
Fair value of total considerations transferred$4,713 

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 $1.4 million related to developed technology, $0.2 million related to customer relationships, and $0.2 million related to trade names. 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 distributor method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The fair value of the acquired trade names was determined using the relief from royalty method which estimates the value using the discounted value of the royalties that a company would pay to license the trade name. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives for developed technology, customer relationship, trade names were 5, 3 and 3 years, respectively.

Goodwill of $2.0 million arising from the acquisition includes the expected synergies between Cheq and the Company. Goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The allocation of the purchase price is currently provisional and is subject to change over the remainder of the measurement period as the Company continues to evaluate and analyze the estimates and assumptions used in the valuation. For the quarter ended December 31, 2024, there were no adjustments made the allocation of the purchase price. Pro forma financial information of the acquisition and revenue and net income since acquisition are not presented due to the immaterial impact of the financial results of Cheq in the Company's Condensed Consolidated Financial Statements.


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10. REVENUES

Based on similar operational characteristics, the Company's revenues are disaggregated as follows:
Three months ended
December 31,		Six months ended
December 31,
($ in thousands)2024202320242023
Transaction fees$44,392 $37,892 $87,995 $74,922 
Subscription fees20,694 18,137 40,882 36,242 
Subscription and transaction fees65,086 56,029 128,877 111,164 
Equipment sales8,636 9,330 15,681 16,878 
Total revenues$73,722 $65,359 $144,558 $128,042 

A portion of the Company’s revenues relate to rental lease arrangements. The Company leases equipment to customers under the Cantaloupe One program which is accounted for as operating leases in accordance with ASC 842. Lease revenue is recognized on a straight-line basis over the term of the lease and is included in Subscription and transaction fees in the Consolidated Statement of Operations and Subscription fees in the table above. As described in Note 4 - Finance Receivables, the Company leases equipment under sales-type finance leases in accordance with ASC 842.

The Company's revenues earned under ASC Topic 842 are as follows:
Three months ended
December 31,		Six months ended
December 31,
($ in thousands)2024202320242023
Operating leases
$2,190 $2,032 $4,508 $4,023 
Sales-type leases294 420 934 1,111 
Total lease revenues
$2,484 $2,452 $5,442 $5,134 

Operating leases are included in Subscription and transaction fees in the Consolidated Statement of Operations and Subscription fees in the disaggregated revenue table above. Sales-type finance leases are included in Equipment sales in the Consolidated Statement of Operations and in the disaggregated revenue table above.

Contract Assets
Contract assets represent revenues earned from customers that are not yet billable to customers, generally due to the timing of when equipment and services are delivered to customers on bundled contracts, or as a result of contract costs as described below. Contract assets that will be billed within the next 12 months are included in Prepaid expenses and other current assets and all others are included in Other assets on the Condensed Consolidated Balance Sheets. Contract assets were $2.4 million and $2.6 million, as of December 31, 2024 and June 30, 2024.

Contract Liabilities

The change in the contract liability balances, presented as Deferred revenue on the Condensed Consolidated Balance Sheets, is primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the customer.
The Company's contract liability (i.e., deferred revenue) balances are as follows:
Three months ended
December 31,
($ in thousands)20242023
Deferred revenue, beginning of the period$1,471 $1,940 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period(211)(150)
Additions (reversals)96 (2)
Deferred revenue, end of the period$1,356 $1,788 
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Six months ended
December 31,
($ in thousands)20242023
Deferred revenue, beginning of the period$1,726 $1,666 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period(515)(242)
Additions145 364 
Deferred revenue, end of the period$1,356 $1,788 

Lessor Operating Lease Payment Receipts

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 are primarily associated with the Company's Cantaloupe ONE rental program which has a contractual term of 36 months. The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied as of December 31, 2024:
($ in thousands)As of December 31, 2024
Remainder of fiscal year 2025$2,932 
20264,205 
20271,355 
2028115 
     Total$8,607 

Contract Costs

The Company had net capitalized costs to obtain contracts of $1.0 million and $0.9 million included in Prepaid expenses and other current assets and $2.3 million and $2.4 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024, respectively. None of these capitalized contract costs were impaired.

During the three and six months ended December 31, 2024, amortization of capitalized contract costs was $0.2 million and $0.5 million, respectively. During the three and six months ended December 31, 2023, amortization of capitalized contract costs was $0.2 million and $0.5 million, respectively. Amortization of costs to obtain a contract are included within Sales and marketing expenses within the Condensed Consolidated Statement of Operations.

11. STOCK-BASED COMPENSATION

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) 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 six months ended December 31, 2024 and 2023 were determined using the following assumptions and includes only options with an established grant date under ASC 718:
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Six months ended December 31,
20242023
Expected volatility (percent)
50.5%
61.3% - 69.7%
Weighted average expected life (years)
4.5
4.2 - 4.5
Dividend yield (percent)0.0 %0.0 %
Risk-free interest rate (percent)
3.4%
4.2% - 4.3%
Number of options granted20,000 125,000 
Weighted average exercise price$6.35 $7.11 
Weighted average grant date fair value$2.88 $4.34 

Stock-based compensation related to stock options with an established grant date for the three months ended December 31, 2024 and 2023 was $0.2 million and $0.7 million, respectively. Stock-based compensation related to stock options with an established grant date for the six months ended December 31, 2024 and 2023 was $0.7 million and $1.8 million, respectively.

Restricted Stock Awards

The Company has granted service based restricted stock awards to employees. The Company determines expense related to restricted stock awards using the closing stock price on the grant date and these awards are expensed under the accelerated attribution method over the vesting period which is typically a three-year service period. The total expense recognized for restricted stock awards for the three months ended December 31, 2024 and 2023 was $0.7 million and $0.6 million, respectively. The total expense recognized for restricted stock awards for both the six months ended December 31, 2024 and 2023 was $1.1 million.

The Company has awarded performance stock awards to certain executives which vest each year over a three year period. These stock awards are also subject to the achievement of performance goals established by the Company's Board of Directors each fiscal year. During the three and six months ended December 31, 2024, total expense recognized by the Company for these awards was $0.1 million. There was no expense recognized by the Company during the three and six months ended December 31, 2023 related to performance based stock awards.

12. INCOME TAXES

The Company computes its interim period income tax expense or benefit using a forecasted estimated annual effective tax rate ("EAETR") and adjusts for any discrete items arising during the interim period and any changes in the Company's projected full-year business interest expense and taxable income. For both the three and six months ended December 31, 2024, the EAETR was 5.0%, and was based primarily on minimum state tax obligations.

For the three and six months ended December 31, 2024, the Company recorded an income tax provision of $0.4 million and $0.6 million, respectively. For the three and six months ended December 31, 2023, the Company recorded an income tax provision of $0.1 million and $0.2 million, respectively. The income tax provisions for both quarters primarily relate to state income and deferred taxes related to goodwill amortization for tax purposes. The provision was based upon actual income before income taxes for the six months ended December 31, 2024, as this provided a more reliable estimate of the income tax provision than an estimated annual effective income tax rate. The Company had a total unrecognized income tax benefit of $0.7 million and $0.7 million as of December 31, 2024 and 2023, respectively.

The Company has significant deferred tax assets, a substantial amount of which result from operating loss carryforwards. The Company routinely evaluates its ability to realize the benefits of these assets to determine whether it is more likely than not that such benefit will be realized. The Company believes that for the period ended December 31, 2024, it is more likely than not that its deferred tax assets will not be realized. Accordingly, the Company has established a full valuation allowance on its net deferred tax assets. The Company intends to continue maintaining a full valuation allowance on its federal and state deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. However, given the Company’s current earnings and anticipated future earnings, the Company believes that there is a reasonable possibility in a future period that sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.
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13. EARNINGS PER SHARE CALCULATION

Basic earnings per share is computed by dividing net earnings 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 per share is presented below:
Three months ended December 31,
($ in thousands, except per share data)20242023
Numerator for basic and diluted earnings per share
Net income$4,974 3,124
Preferred dividends—— 
Net income applicable to common shareholders$4,974 $3,124 
Denominator for basic earnings per share - Weighted average shares outstanding73,114,387 72,743,162 
Effect of dilutive potential common shares1,619,221 1,170,437 
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding74,733,608 73,913,599 
Basic earnings per share$0.07 $0.04 
Diluted earnings per share$0.07 $0.04 
Six months ended December 31,
($ in thousands, except per share data)20242023
Numerator for basic and diluted earnings per share
Net income$8,546 5,131
Preferred dividends(289)(289)
Net income applicable to common shareholders$8,257 $4,842 
Denominator for basic earnings per share - Weighted average shares outstanding73,091,622 72,730,563 
Effect of dilutive potential common shares1,267,095 1,204,354 
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding74,358,717 73,934,917 
Basic earnings per share$0.11 $0.07 
Diluted earnings per share$0.11 $0.07 
Potentially anti-dilutive shares excluded from the calculation of diluted earnings per share were approximately 1.5 million and 1 million for the six months ended December 31, 2024 and 2023, respectively.
14. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, we may be 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. We do not expect any claims with a reasonably possible adverse outcome to have a material impact on us, and, accordingly, have not accrued for any material claims.
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15. 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 General and administrative operating expenses for these arrangements was $0.1 million for the six months ended December 31, 2024 and 2023.

16. SUBSEQUENT EVENTS

On January 31, 2025 (the "Closing Date", Cantaloupe, Inc. (the “Company”), entered into a second amended and restated credit agreement (the “2025 Credit Facility”) among the Company, as the borrower, certain of its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as a lender and the administrative agent, and Capital One, National Association as a lender.

The 2025 Credit Facility provides for a $30 million secured revolving credit facility (the "2025 Revolving Facility"), a $40 million secured term loan facility (the "2025 Term Loan Facility") and a $30 million secured delayed draw term loan facility (the "Delayed Draw Term Loan Facility"), for a total of $100 million. Proceeds from the 2025 Term Loan Facility were used to repay borrowings under the Company's prior JPMorgan Credit Facility described in Note 6, Debt and Other Financing Arrangements, which had total remaining net borrowings of $37.3 million, inclusive of accrued interest on these facilities. The remaining proceeds from the 2025 Credit Facility may be otherwise used to finance working capital needs and for general corporate purposes (including permitted acquisitions and investments). The 2025 Delayed Draw Facility is available for a period of up to 24 months following the Closing Date. The Company has not borrowed against the 2025 Revolving Facility or the Delayed Draw Term Loan Facility.

Interest on the 2025 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 net leverage ratio and having ranges between 1.75% and 2.50% for base rate loans and between 2.75% to 3.50% for SOFR loans; provided that, until the third business day following the date of delivery of the quarterly consolidated financial statements for fiscal quarter ending December 31, 2024, the applicable margin shall be 1.75% for base rate loans and 2.75% for SOFR loans. The 2025 Revolving Facility will also carry an unused commitment fee tied to the Company's total net leverage ratio between 0.25% to 0.40% per annum. In an event of default, the interest rate may be increased by 2.00%.

The 2025 Credit Facility matures on January 31, 2030. Principal in respect of the 2025 Term Loan Facility is payable with 5.0% due in year one and year two, 7.5% due in year three and year 4, 10% due in year 5, and the remainder payable upon maturity. To the extent funded, principal in respect of the Delayed Draw Term Loan Facility will be payable on the same terms as the 2025 Term Loan Facility.

The Company’s obligations under the 2025 Credit Agreement are unconditionally guaranteed, jointly and severally, by the Company’s material direct and indirect wholly-owned domestic and foreign subsidiaries (the “Guarantors”). All obligations of the Company and the Guarantors under the 2025 Credit Agreement are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors.

The 2025 Credit Facility includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two financial covenants. The first financial covenant requires the Company to maintain a total leverage ratio of not more than 3.50 to 1.00 on the last day of any fiscal quarter. However, if a material acquisition occurs, the Company is required to maintain a total leverage ratio not greater than 4.00 to 1.00 on the last day of the fiscal quarter for the next four fiscal quarters following the material acquisition. The second financial covenant requires the Company to maintain a fixed charge coverage ratio for all periods of four consecutive fiscal quarters at least than 1.15 to 1.00.

The Company paid $0.6 million in transaction fees plus certain legal expenses in connection with the execution of the Secured Credit Facility.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

Forward-Looking Statements
This Form 10‑Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the anticipated financial and operating results of Cantaloupe, Inc. For this purpose, forward-looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate,” “could,” “should,” “would,” “likely,” “may,” “will,” “plan,” “intend,” “believes,” “expects,” “anticipates,” “projected,” or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. Important factors that could cause the Company’s actual results to differ materially from those projected include, for example:
•general economic, market or business conditions unrelated to our operating performance, including inflation, elevated interest rates, supply chain disruptions, financial institution disruptions, geopolitical conflicts, public health emergencies, and declines in consumer confidence and discretionary spending;
•    our ability to compete with our competitors and increase market share;
•    failure to comply with the financial covenants in our debt facilities;
•    our ability to maintain compliance with rules and regulations applicable to our business operations and industry;
•    disruptions in other card payment processors, software and manufacturing partners upon whom we rely;
•    whether our customers continue to utilize our transaction processing and related services, as our customer agreements are generally cancellable by the customer with thirty days’ notice;
•our ability to acquire and develop relevant technology offerings for current, new and potential customers and partners;
•risks and uncertainties associated with our expansion into and our operations in Europe, Mexico and other foreign markets, including general economic conditions, policy changes affecting international trade (including the imposition of new tariffs by the new presidential administration, or changes and adjustments to existing tariffs), political instability, inflation rates, recessions, sanctions, foreign currency exchange rates and controls, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest, armed conflict, war, and other economic and political factors;
•    our ability to satisfy our trade obligations included in accounts payable and accrued expenses;
•our ability to attract, develop and retain key personnel, or our loss of the services of our key executives;
•    the incurrence by us of any unanticipated or unusual non-operating expenses, which may require us to divert our cash resources from achieving our business plan;
•    our ability to predict or estimate our future quarterly or annual revenue and expenses given the developing and unpredictable market for our products;
•    our ability to successfully integrate acquired companies into our current products and services structure;
•    our ability to add new customers and retain key existing customers from whom a significant portion of our revenue is derived;
•    the ability of a key customer to reduce or delay purchasing products from us;
•    our ability to obtain widespread commercial acceptance of our products and service offerings;
•whether any patents issued to us will provide any competitive advantages or adequate protection for our products, or would be challenged, invalidated or circumvented by others;
•    the ability of our products and services to avoid disruptions to our systems or unauthorized hacking or credit card fraud;
•risks associated with cyber-attacks and data breaches; and
•our ability to maintain effective internal controls and to timely file periodic and current reports with the Securities and Exchange Commission ("SEC").
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Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results or business conditions may differ materially from those projected or suggested in forward-looking statements as a result of various factors including, but not limited to, those described above, or those discussed under Part I, Item 1A. “Risk Factors” of our Annual Report for the fiscal year ended June 30, 2024. We cannot assure you that we have identified all the factors that create uncertainties. Moreover, new risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. Readers should not place undue reliance on forward-looking statements.
Any forward-looking statement made by us in this Quarterly Report speaks only as of the date of this Quarterly Report. Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

OVERVIEW OF THE COMPANY

Cantaloupe, Inc. (Nasdaq: CTLP) is organized under the laws of the Commonwealth of Pennsylvania. We are a global technology leader powering self-service commerce. Cantaloupe offers a comprehensive suite of solutions including micro-payment processing, self-checkout kiosks, mobile ordering, connected point-of-sale ("POS") systems, and enterprise cloud software. Handling more than a billion transactions annually, our solutions enhance operational efficiency and consumer engagement across sectors like food & beverage markets, smart automated retail, hospitality, entertainment venues, laundromats and more. Committed to innovation, we aim to drive advancements in digital payments and business optimization, serving customers in the United States, United Kingdom, Mexico, European Union countries, Australia, and Canada.

Our revenue streams consist of subscription, transaction processing and equipment sales. During the three and six months ended December 31, 2024, we derived approximately 88% and 89%, respectively, from subscription and transaction fees, and 12% and 11%, respectively, from equipment sales. Our revenue streams consist of subscription, transaction processing and equipment sales. During the three and six months ended December 31, 2023, we derived approximately 86% and 87%, respectively, from subscription and transaction fees, and 14% and 13%, respectively, from equipment sales.
Active Devices (as defined below) operating on the Company’s platform and using our services include those resulting from the sale or lease of our point of sale ("POS") electronic payment devices, telemetry devices or certified payment software or the servicing of similar third-party installed POS terminals or telemetry devices. Customers can obtain POS electronic payment devices from us in the following ways:

•Purchasing hardware directly from the Company or one of its authorized resellers;
•Financing hardware under the Company’s financing program, which are non-cancellable 60-month sales-type leases; and
•Renting devices under the Company’s Cantaloupe One program, which are typically 36-months duration agreements.

Key Developments during the Quarter

Highlights of the Company for the fiscal quarter ended December 31, 2024 are below:

•In October 2024, we launched our AdVantage program, which allows brands to engage with consumers through digital advertising on our point-of-sale (POS) touchscreen devices across the U.S. and Canada.

•In December 2024, we launched Smart Store. These are advanced, self-service retail solutions designed to address key issues such as labor shortages, theft and shrinkage, while maintaining a seamless consumer experience. Smart Stores work by unlocking after a customer presents payment at the POS. The customer then grabs the items, which are added to their cart, then completes the purchase by pressing "Pay" and walking away.

•In December 2024, we were selected by the San Jose Earthquakes, a Major League Soccer club, to be the POS technology solution and Cantaloupe’s Suites premium management system for all games and events at the stadium.
As of December 31, 2024, we have approximately 348 full-time employees in the United States, United Kingdom, and Mexico and offices in Malvern, Pennsylvania; Atlanta, Georgia; River Falls, Wisconsin; Seattle, Washington; Birmingham and Sheffield, United Kingdom; and Mexico City, Mexico.

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QUARTERLY RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report.

Key Metrics

We use certain operating metrics (Active Devices, Active Customers, Total Number of Transactions and Total Dollar Volume of Transactions, and Average Revenue Per Unit, Gross Profit, and Gross Margin) and certain non-GAAP financial measures (Adjusted Gross Profit, Adjusted Gross Margin, and Adjusted EBITDA) which are defined below to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. Additionally, refer to the non-GAAP Financial Measures section below for additional information and their reconciliation to the most comparable GAAP measures.

Active Devices
Active Devices are devices that have communicated with us or have had a transaction in the last twelve months. Included in the number of Active Devices are devices that communicate through other devices that communicate or transact with us. For example, a self-service retail location that utilizes an ePort cashless payment device as well as Seed management services constitutes only one device.

Active Customers

The Company defines Active Customers as all customers with at least one active device.
Total Number of Transactions and Total Dollar Volume of Transactions

Transactions are defined as electronic payment transactions that are processed by our technology-enabled solutions. Management uses Total Number and Dollar Volume of transactions to evaluate the effectiveness of our customer acquisition strategies and our ability to leverage existing customers and partners.

Average Revenue Per Unit

The Company defines average revenue per unit ("ARPU") as our total subscription and transaction fees for the trailing 12 months divided by average total active devices for the trailing 12 months.


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The following tables represents our selected operating metrics for the periods indicated:
As of and for the three months ended
December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31,
2023
Devices:
Active Devices (thousands)1,269 1,230 1,223 1,217 1,226 
Customers:
Active Customers32,909 32,338 31,466 30,670 30,027 
Volumes:
Total Number of Transactions (millions)299.8293.7290.4283.3286.7 
Total Dollar Volume of Transactions (millions)$843.1 $826.7 $815.7 $767.4 $730.1 
Subscription and transaction fees - Trailing 12 months (thousands)
$249,210 $240,153 $231,497 $223,342 $215,380 
Average revenue per unit (ARPU)$202.20 $198.31 $193.64 $186.00 $181.91 

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023
Three Months Ended December 31,ChangePercent Change
($ in thousands)20242023
2024 v. 2023
Transaction fees$44,392 $37,892 $6,500 17.2 %
Cost of transaction fees
33,012 29,892 3,120 10.4 %
Gross profit, transaction(1)
$11,380 $8,000 3,380 42.3 %
Gross margin, transaction 25.6 %21.1 %4.5 %
Subscription fees$20,694 $18,137 2,557 14.1 %
Cost of subscription fees
2,140 1,993 147 7.4 %
Amortization(2)
2,248 1,673 575 34.4 %
Gross profit, subscription fees$16,306 $14,471 1,835 12.7 %
Gross margin, subscription78.8 %79.8 %(1.0)%
Equipment sales$8,636 $9,330 (694)(7.4)%
Cost of equipment sales7,850 9,158 (1,308)(14.3)%
Gross profit, equipment(1)
$786 $172 614 357.0 %
Gross margin, equipment9.1 %1.8 %7.3 %
Total gross profit
$28,472 $22,643 5,829 25.7 %
Total gross margin38.6 %34.6 %4.0 %


(1) The Company's internal-use software assets and developed technology assets are not associated with transaction fees and equipment revenue.
(2) Amortization of internal-use software assets and developed technology assets.

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Highlights for the quarter ended December 31, 2024 include:
•Revenues of $73.7 million, an increase of 12.8% quarter over same quarter prior year. The increase was led by higher transaction fees and subscription fees revenue;
•1.27 million Active Devices compared to the same quarter last year of 1.23 million, an increase of approximately 43 thousand Active Devices, or 3.5%;
•32,909 Active Customers compared to the same quarter last year of 30,027, an increase of 2,882 Active Customers, or 9.6%; and
•$843.1 million in Total Dollar Volume of Transactions for the quarter ended December 31, 2024 compared to $730.1 million for the quarter ended December 31, 2023, an increase of $113.0 million, or 15.5%. See "Revenues and Gross Margin" in Management’s Discussion and Analysis of Financial Condition and Results of Operations below for additional information.
Revenues. Total revenues increased by $8.4 million for the three months ended December 31, 2024 compared to the same period in 2023. The increase in revenues is attributed to a $9.1 million increase in subscription and transaction fees, offset by a $0.7 million decrease in equipment sales.

The increase in transaction fees was primarily driven by increased average ticket items sold, increased average ticket price, increased processing volumes, and the acquisition Cheq, resulting in a 15.5% increase in total dollar volumes of transactions for the current fiscal year quarter relative to the same quarter in the prior year. There was also an increase in the total number of active devices relative to the same quarter in the prior year.

Our subscription fees have increased 14.1% for the three months ended December 31, 2024 compared to the same period in 2023 which is attributed to a continued focus of management to grow our recurring subscription services to our customer base, an increase in our active devices compared to last year, and the acquisition of SB Software.

Equipment revenue decreased slightly from $8.6 million for the three months ended December 31, 2024, compared to $9.3 million for the same period in 2023.

Costs of sales. Costs of sales increased $2.0 million for the three months ended December 31, 2024 compared to the prior year period. The increase in costs of sales was primarily due to a $3.3 million increase in subscription and transaction costs as a result of increased processing volumes, offset by a $1.3 million decrease in equipment costs.

Gross margin. Total gross margin increased to 38.6% for the three months ended December 31, 2024 from 34.6% for the three months ended December 31, 2023. The increase was primarily a result of an increase in transaction fees.

Operating Expenses
Three months ended December 31,
Change
Category ($ in thousands)20242023
Amount
Percentage
Sales and marketing$5,385 $4,367 $1,018 23.3 %
Technology and product development4,523 3,030 1,493 49.3 %
General and administrative expenses11,239 10,505 734 7.0 %
Integration and acquisition expenses44 93 (49)(52.7)%
Depreciation and amortization3,366 2,736 630 23.0 %
Total operating expenses$24,557 $20,731 $3,826 18.5 %


Total operating expenses. Operating expenses increased 18.5% for the three months ended December 31, 2024 compared to the same period in 2023. This is largely driven by increased technology and product development, sales and market and general and administrative expenses. Total operating expense also increased as a result of the acquisitions of Cheq and SB Software. See further details on individual categories below.

Sales and marketing. Sales and marketing expenses increased approximately $1.0 million for the three months ended December 31, 2024 compared to the same period in 2023. Sales and marketing expense increased due a $0.6 million increase in advertising expenses, compensation costs of approximately $0.5 million, an increase of professional services and contractors of $0.1 million, and travel and entertainment costs of approximately $0.1 million. This is offset by a decrease in various sales and marketing expense reductions of approximately $0.3 million. Overall, these increases are due to investments being made to drive revenue both domestically and internationally.
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Technology and product development. Technology and product development expenses increased by $1.5 million for the three months ended December 31, 2024. The increase in the current year was driven by increased headcount partially offset by lower expensed personnel costs as we continued to invest in internal-use software which resulted in higher capitalized costs compared to the prior year.

General and administrative expenses. General and administrative expenses increased by $0.7 million for the three months ended December 31, 2024 compared to the same period in 2023. General and administrative expenses increased due to a $1.2 million increase in compensation costs and a $0.2 million increase in sales and use taxes. This is offset by a decrease of $0.5 million in consulting fees, a $0.1 million decrease in software subscriptions, a $0.1 million decrease in legal fees compared to the same period in 2023. The increase is also partially due to the acquisitions of Cheq and SB Software.

Integration and acquisition expenses. On September 5, 2024, the Company acquired all of the equity interests of SB Software. For the three months ended December 31, 2024, integration and acquisition expenses were less than $0.1 million primarily due to professional services from accounting and legal advisors and UK taxes. Integration and acquisition expenses for the three months ended December 31, 2023 related to the acquisition of 32M.

Depreciation and amortization. Depreciation and amortization expenses increased $0.6 million for the three months ended December 31, 2024 compared to the same period in 2023 due to our acquisitions of Cheq and SB Software.

Other Expense, Net
Three months ended December 31,
Change
($ in thousands)20242023
Amount
Percentage
Other income (expense):
Interest income$398 $493 $(95)(19.3)%
Interest expense(993)(1,002)9 0.9 %
Other (expense) income, net(199)129 (328)254.3 %
Total other expense, net$(794)$(380)$(414)(108.9)%

Other expense, net. Other expense increased $0.4 million for the three months ended December 31, 2024 as compared to the same period in 2023. Our interest expense from debt and tax liabilities was materially consistent for three months ended December 31, 2024 as compared to the same period in 2023. Decrease in interest income is primarily due to lower outstanding balances for our finance receivables. Other (expense) income, net decreased primarily due to foreign currency transactions.


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Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023
Six Months Ended December 31,ChangePercent Change
($ in thousands)20242023
2024 v. 2023
Transaction fees$87,995 $74,922 $13,073 17.4 %
Cost of transaction fees(1)
66,315 59,809 6,506 10.9 %
Gross profit, transaction$21,680 $15,113 6,567 43.5 %
Gross margin, transaction24.6 %20.2 %4.4 %
Subscription fees$40,882 $36,242 4,640 12.8 %
Cost of subscription fees
4,581 3,803 778 20.5 %
Amortization(2)
3,995 3,616 379 10.5 %
Gross profit, subscription$32,306 $28,823 3,483 12.1 %
Gross margin, subscription79.0 %79.5 %(0.5)%
Equipment sales$15,681 $16,878 (1,197)(7.1)%
Cost of equipment sales14,091 15,785 (1,694)(10.7)%
Gross profit, equipment(1)
$1,590 $1,093 497 45.5 %
Gross margin, equipment10.1 %6.5 %3.7 %
Total gross profit$55,576 $45,028 10,547 23.4 %
Total gross margin38.4 %35.2 %3.2 %


(1) The Company's internal-use software assets and developed technology assets are not associated with transaction fees and equipment revenue.
(2) Amortization of internal-use software assets and developed technology assets.

Revenues. Total revenues increased by $16.5 million for the six months ended December 31, 2024 compared to the same period in 2023. The increase in revenues is attributed to a $17.7 million increase in subscription and transaction fees, offset by a $1.2 million decrease in equipment sales.

The increase in transaction fees was primarily driven by increased average ticket items sold, increased average ticket price, increased processing volumes, and the acquisition Cheq, resulting in a 14.8% increase in total dollar volumes of transactions for the current fiscal year quarter relative to the same quarter in the prior year. There was also an increase in the total number of active devices relative to the same quarter in the prior year.

Our subscription fees have increased 12.8% for the six months ended December 31, 2024 compared to the same period in 2023 which is attributed to a continued focus of management to grow our recurring subscription services to our customer base and an increase in our active devices compared to last year as well as the acquisition of SB Software.

Equipment revenue decreased slightly to $14.1 million for the six months ended December 31, 2024, compared to $15.8 million for the same period.

Costs of sales. Costs of sales increased $5.6 million for the six months ended December 31, 2024 compared to the prior year period. The increase in costs of sales was primarily due to a $7.3 million increase in subscription and transaction costs as a direct result of increased transaction processing fees corresponding with an increase in processing volumes offset by the decrease in cost of equipment of $1.7 million.

Gross margin. Total gross margin increased to 38.4% for the six months ended December 31, 2024 from 35.2% for the six months ended December 31, 2023. The increase was primarily a result of an increase in subscription and transaction fees which yield higher margins compared to equipment fees.

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Operating Expenses
Six Months Ended December 31,
Change
Category ($ in thousands)20242023
Amount
Percentage
Sales and marketing$10,833 $8,509 $2,324 27.3 %
Technology and product development9,023 7,198 1,825 25.4 %
General and administrative expenses23,166 20,943 2,223 10.6 %
Integration and acquisition expenses241 171 70 40.9 %
Depreciation and amortization6,038 5,483 555 10.1 %
Total operating expenses$49,301 $42,304 $6,997 16.5 %


Total operating expenses. Operating expenses increased 17% for the six months ended December 31, 2024 compared to the same period in 2023. This is largely driven by increased sales and marketing, technology and product development and general and administrative expenses. Total operating expense also increased as a result of the acquisitions of Cheq and SB Software. See further details on individual categories below.

Sales and marketing. Sales and marketing expenses increased approximately $2.3 million for the six months ended December 31, 2024 compared to the same period in 2023. Sales and marketing expenses increased $1.3 million due to advertising and trade show expenses, $0.8 million related to compensation expenses, $0.4 million increase due to travel expenses, $0.2 million related to consulting fees and $0.1 million increase in sales and use taxes. This is offset by approximately $0.5 million decrease in various marketing expenses. Overall, these increases are due to investments being made to drive revenue both domestically and internationally.

Technology and product development. Technology and product development expenses increased by $1.8 million for the six months ended December 31, 2024. The increase in the current year was driven by increased headcount partially offset by lower expensed personnel costs as we continued to invest in internal-use software which resulted in higher capitalized costs compared to the prior year.

General and administrative expenses. General and administrative expenses increased by $2.2 million for the six months ended December 31, 2024 compared to the same period in 2023. General and administrative expenses increased $1.0 million due to compensation expenses, a $0.7 million increase in consulting expenses, a $0.2 million increase in legal fees, a $0.2 million increase in bad debt expense and a $0.2 million increase in various general and administrative expenses. This is offset by a $0.1 million decrease in rent expense. The increase is also partially due to the acquisitions of Cheq and SB Software.

Integration and acquisition expenses. On September 5, 2024, the Company acquired all of the equity interests of SB Software. For the six months ended December 31, 2024, the Company incurred integration and acquisition expenses of $0.2 million primarily due to professional services from accounting and legal advisors and UK taxes. Integration and acquisition expenses for the six months ended December 31, 2023 related to the acquisition of 32M.

Depreciation and amortization. Depreciation and amortization expenses were increased $0.6 million for the six months ended December 31, 2024 compared to the same period in 2023 as a result of increased amortization of acquired assets from the Cheq and SB Software acquisitions.

Other Expense, Net
Six Months Ended December 31,
Change
($ in thousands)20242023
Amount
Percentage
Other income (expense):
Interest income$845 $1,010 $(165)(16.3)%
Interest expense(1,984)(2,109)125 5.9 %
Other (expense) income, net(12)52 (64)123.1 %
Total other expense, net$(1,151)$(1,047)$(104)(9.9)%

Other expense, net. Other expense increased $0.1 million for the six months ended December 31, 2024 as compared to the same period in 2023. Our interest expense from debt and tax liabilities decreased $0.1 million primarily due to the reduction of the interest expense related to our outstanding debt balances. Decrease in interest income
29

is primarily due to lower outstanding balances for our finance receivables. Other income (expense), net decreased primarily due to foreign currency transaction losses.

Non-GAAP Financial Measures
We use non-GAAP financial measures for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with our net income as determined in accordance with GAAP, and are not a substitute for or a measure of our profitability or net earnings.
Adjusted Gross Profit and Margin (non-GAAP)
We define Adjusted Gross Profit (non-GAAP) as revenue less cost of sales, exclusive of depreciation of internally-developed software and amortization of intangible assets related to technologies obtained through acquisitions. We believe this non-GAAP measure is useful to view the resulting figures excluding the aforementioned non-cash charges because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and such amounts vary substantially from company to company depending on their financing and capital structures and the method by which their assets were acquired. We define Adjusted Gross Margin as Adjusted Gross Profit divided by revenue.

30

We have provided below a reconciliation of U.S. GAAP gross profit to Adjusted Gross Profit and Adjusted Gross Margin for the three and six months ended December 31, 2024 and 2023:
Three Months Ended December 31,ChangePercent Change
($ in thousands)20242023
2024 v. 2023
Gross profit, transaction (GAAP)$11,380 $8,000 $3,380 42.3 %
Gross margin, transaction (GAAP)25.6 %21.1 %4.5 %
Gross profit, subscription (GAAP)16,306 14,471 1,835 12.7 %
Amortization (1)
2,248 1,673 575 34.4 %
Adjusted Gross Profit, subscription (non-GAAP)$18,554 $16,144 2,410 14.9 %
Adjusted Gross Margin, subscription (non-GAAP)89.7 %89.0 %0.6 %
Gross profit, equipment (GAAP)$786 $172 614 357.0 %
Gross margin, equipment (GAAP)9.1 %1.8 %7.3 %
Total Adjusted Gross Profit (non-GAAP)$30,720 $24,316 6,404 26.3 %
Total Adjusted Gross Margin (non-GAAP)41.7 %37.2 %4.5 %

(1) Amortization of internal-use software assets and developed technology assets.

Total Adjusted Gross Margin (non-GAAP) was 41.7% for the three months ended December 31, 2024, from 37.2% for the three months ended December 31, 2023. The increase in Adjusted Gross Margin was primarily driven by an increase in our subscription fees revenue and transaction which was a higher percentage of our total revenue in the current quarter and is inherently a higher margin revenue stream.

Six Months Ended December 31,ChangePercent Change
($ in thousands)20242023
2024 v. 2023
Gross profit, transaction (GAAP)$21,680 $15,113 6,567 43.5 %
Gross margin, transaction (GAAP)24.6 %20.2 %4.5 %
Gross profit, subscription (GAAP)32,306 28,823 3,483 12.1 %
Amortization (1)
3,995 3,616 379 10.5 %
Adjusted Gross Profit, subscription (non-GAAP)$36,301 $32,439 3,862 11.9 %
Adjusted Gross Margin, subscription (non-GAAP)88.8 %89.5 %(0.7)%
Gross profit, equipment (GAAP)$1,590 $1,093 497 45.5 %
Gross margin, equipment (GAAP)10.1 %6.5 %3.7 %
Total Adjusted Gross Profit (non-GAAP)$59,571 $48,645 10,926 22.5 %
Total Adjusted Gross Margin (non-GAAP)41.2 %38.0 %3.2 %

Adjusted EBITDA (non-GAAP)

The Company defines Adjusted EBITDA (non-GAAP) as U.S. GAAP net income before (i) interest income, (ii) interest expense, (iii) income tax provision, (iv) depreciation, (v) amortization, (vi) stock-based compensation expense, and (vii) certain other significant infrequent or unusual losses and gains that are not indicative of our core operations such as integration and acquisition expenses and costs as a result of auditor transitions.
We believe Adjusted EBITDA is useful for investors in comparing our financial performance to other companies and from period to period. Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as depreciation and amortization, interest expense, and interest income, which can
31

vary substantially from company to company depending on their financing and capital structures and the method by which their assets were acquired. In addition, Adjusted EBITDA eliminates the impact of certain items that may obscure trends in the underlying performance of our business. Additionally, we utilize Adjusted EBITDA as a metric in our executive officer and management incentive compensation plans.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. For example, although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new asset acquisitions. In addition, Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy. Adjusted EBITDA also does not reflect changes in, or cash requirements for, our working capital needs; interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces the cash available to us; or tax payments that may represent a reduction in cash available to us. The expenses and other items which are excluded from the calculation of Adjusted EBITDA may differ from the expenses and other items that other companies may exclude from Adjusted EBITDA when they report their financial results.
Below is a reconciliation of U.S. GAAP net income to Adjusted EBITDA for the three and six months ended December 31, 2024 and 2023:
Three Months Ended December 31,Six Months Ended December 31,
($ in thousands)2024202320242023
Net income
$4,974 $3,124 8,546$5,131 
Less: interest income(398)(493)(845)(1,010)
Plus: interest expense993 1,002 1,984 2,109 
Plus: income tax provision395 81 573 162 
Plus: depreciation expense included in cost of sales for rentals345380879722
Plus: depreciation and amortization expense in operating expenses3,366 2,736 6,038 5,483 
EBITDA9,675 6,830 17,175 12,597 
Plus: stock-based compensation (a)
943 1,111 1,830 3,043 
Plus: integration and acquisition expenses (b)
44 93 241 171 
Plus: auditor transition costs (c)
6 — 369— 
Plus: remediation expenses (d)
— 453 — 497 
Adjustments to EBITDA993 1,657 2,440 3,711 
Adjusted EBITDA$10,668 $8,487 $19,615 $16,308 
(a) We have excluded stock-based compensation, as it does not reflect our cash-based operations.
(b) We have excluded expenses incurred in connection with business acquisitions as it does not represent recurring costs or charges related to our core operations.
(c) Costs incurred as a result of former auditor consent procedures. See Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure of the Company's Annual Report.
(d) Consists of one-time project expenses incurred in connection with remediation of previously identified material weaknesses in our internal control over financial reporting which were remediated during fiscal year ended June 30, 2024. See Item 9A Section e - Remediation of Prior Material Weaknesses of the Company's Annual Report.


LIQUIDITY AND CAPITAL RESOURCES

Sources of Funds
Historically, we have financed our operations primarily through cash from operating activities, debt financings, and equity issuances. The Company's primary sources of capital available are cash and cash equivalents on hand of $27.7 million as of December 31, 2024 and the cash that we expect to be provided by operating activities by the Company.

Uses of Cash
32


The Company believes that its current financial resources will be sufficient to fund its current twelve-month operating budget from the date of issuance of these condensed consolidated financial statements. Our primary focus as part of our core operations to increase cash flow from operating activities is to prioritize collection efforts to reduce outstanding accounts receivable, utilize existing inventory to support equipment sales over the next year, focusing on various operational efficiencies to improve overall profitability of the business and continued to grow our business both domestically and internationally.

Net cash used in operating activities

For the six months ended December 31, 2024, net cash used in operating activities was $11.5 million which is the result of $32.8 million of cash utilized by working capital accounts, offset by our net income of $8.5 million and non-cash operating charges of $12.7 million. The change in working capital was primarily driven by an increase in cash utilized by accounts payable and accrued expenses of $40.9 million, offset by a $13.3 million decrease in accounts receivable primarily due to cash collections. Increases in cash utilized by accounts payable and accrued expenses and as well as the collection of accounts receivable were the result of the timing of payments made to our customers for transaction processing as December 31, 2024.

For the six months ended December 31, 2023, net cash used in operating activities was $1.2 million which reflects our net income of $5.1 million and non-cash operating charges of $12.8 million, partially offset by $19.2 million of cash utilized by working capital accounts. The change in working capital accounts was primarily driven by a $12.3 million increase of accounts receivable, and a decrease in accounts payable and accrued expenses of $2.9 million in the period. Increase in the accounts receivable balance as of December 31, 2023 was a result of increased sales during the six months ended December 31, 2023 and the timing of the cash receipts compared to the prior year period.

Non-cash operating charges primarily consisted of stock-based compensation, depreciation of property and equipment, amortization of our intangible assets, and provisions for expected losses for the six months ended December 31, 2024 and 2023.

Net cash used in investing activities

Net cash used in investing activities was $17.8 million for the six months ended December 31, 2024. We invested $8.1 million in property and equipment as the Company continued to focus on investing in innovative technologies and products, and increasing rental devices enrolled in the Company's Cantaloupe One program. Additionally, the Company invested $9.8 million through its SB Software acquisition.

Net cash used in investing activities was $5.9 million for the six months ended December 31, 2023. Increase in cash used was $5.9 million for and a result of the investment in property and equipment.

Net cash provided by financing activities

Net cash used in financing activities was $0.9 million and $0.3 million for the six months ended December 31, 2024 and 2023, both of which are primarily driven by debt repayments on the JPMorgan Credit Facility.

CONTRACTUAL OBLIGATIONS

During the six months ended December 31, 2024, there were no significant changes to our contractual obligations from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the fiscal year ended June 30, 2024.

As described in Note 16 - Subsequent Events, in January 2025 the Company amended its debt agreement, which defers certain repayments until January 2030 in addition to increasing its borrowing capacity.


CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our critical accounting estimates from those disclosed in our Annual Report on for the fiscal year ended June 30, 2024.

Recent Accounting Pronouncements
33

See Note 2 - Summary of Significant Accounting Policies to the condensed consolidated financial statements for a description of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
As of December 31, 2024, we are exposed to market risk related to changes in interest rates on our outstanding borrowings described in Note 6 - Debt and Other Financing Arrangements. As of December 31, 2024, we have $37.1 million total outstanding borrowings, an increase of 100 basis points in SOFR Rate would result in a change in interest expense of $0.4 million per year.

We are also exposed to market risk related to changes in interest rates on our cash investments and foreign currency exchange rates. We invest our excess cash in money market funds that we believe are highly liquid and marketable in the short term. These investments earn a floating rate of interest and are not held for trading or other speculative purposes. Consequently, our exposure to market risks for interest rate changes related to our money market funds is not material. Market risks related to fluctuations of foreign currencies are not material and we have no freestanding derivative instruments as of December 31, 2024.

We are exposed to credit risks on accounts receivable and equipment leases where the Company acts as the lessor. Exposure to market and credit risk is materially consistent with our presentation in Part II, Item 7A of our Annual Report for the year ended June 30, 2024.


Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures

We maintain disclosure controls and procedures to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness as of the end of the period covered by this Form 10-Q of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls and procedures were effective as of December 31, 2024.
(b) Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
34

Part II - Other Information

Item 1. Legal Proceedings

The information required by this Item is incorporated herein by reference to the Notes to condensed consolidated financial statements, Note 14 – Commitments and Contingencies in Part I, Item 1, of this Quarterly Report.

Item 1A. Risk Factors

For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on for the fiscal year ended June 30, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information 

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2024, none of the Company's director or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

35

Item 6. Exhibits
Exhibit
Number		Description
3.1
3.2
10.1
31.1*
31.2*
32.1**
32.2**
101
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with the SEC on February 6, 2025, is formatted in Inline Extensible Business Reporting Language (“iXBRL”): (1) the Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024, (2) the Condensed Consolidated Statements of Operations for the three-month and six-month periods ended December 31, 2024 and 2023, (3) the Condensed Consolidated Statements of Other Comprehensive Income for the three-month and six-month periods ended December 31, 2024 and 2023, (4) the Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity for the three-month and six-month periods ended December 31, 2024 and 2023, (5) the Condensed Consolidated Statements of Cash Flows for the six-month periods ended December 31, 2024 and 2023, and (6) the Notes to Condensed Consolidated Financial Statements.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*Inline XBRL Taxonomy Extension Schema
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase
104
The cover page from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with the SEC on February 6, 2025, is formatted as Inline XBRL and contained in Exhibit 101.
______________________________________
*     Filed herewith.
**    Furnished herewith.

36

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cantaloupe, Inc.
Date: February 6, 2025/s/ Ravi Venkatesan
Ravi Venkatesan
Chief Executive Officer
Date: February 6, 2025/s/ Scott Stewart
Scott Stewart
Chief Financial Officer

37

Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ravi Venkatesan, certify that:

1.I have reviewed this quarterly report on Form 10‑Q of Cantaloupe, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: February 6, 2025
/s/ Ravi Venkatesan
Ravi Venkatesan
Chief Executive Officer



Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott Stewart, certify that:

1.I have reviewed this quarterly report on Form 10‑Q of Cantaloupe, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: February 6, 2025
/s/ Scott Stewart
Scott Stewart
Chief Financial Officer



Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the accompanying Quarterly Report of Cantaloupe, Inc., (the “Company”) on Form 10‑Q for the period ended December 31, 2024 (the “Report”), I, Ravi Venkatesan, Chief Executive Officer of the Company, hereby certify that to my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 6, 2025
/s/ Ravi Venkatesan
Ravi Venkatesan
Chief Executive Officer



Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the accompanying Quarterly Report of Cantaloupe, Inc., (the “Company”) on Form 10‑Q for the period ended December 31, 2024 (the “Report”), I, Scott Stewart, Chief Financial Officer of the Company, hereby certify that to my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 6, 2025
/s/ Scott Stewart
Scott Stewart
Chief Financial Officer


v3.25.0.1
Cover Page - shares
 6 Months Ended
Dec. 31, 2024
Feb. 03, 2025
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
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 101 Lindenwood Drive  
Entity Address, Address Line Two Suite 405  
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   73,034,575
Entity Central Index Key 0000896429  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --06-30  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.25.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Current assets:    
Cash and cash equivalents $ 27,679 $ 58,920
Accounts receivable, net 29,112 43,848
Finance receivables, net 5,988 6,391
Inventory 44,716 40,791
Prepaid expenses and other current assets 9,514 7,844
Total current assets 117,009 157,794
Non-current assets:    
Finance receivables, net 7,700 10,036
Property and equipment, net 37,694 34,029
Operating lease right-of-use assets 7,939 7,986
Intangibles, net 25,016 24,626
Goodwill 102,292 94,903
Other assets 5,395 6,194
Total non-current assets 186,036 177,774
Total assets 303,045 335,568
Current liabilities:    
Accounts payable 41,081 78,895
Accrued expenses 20,918 24,008
Current obligations under long-term debt 1,458 1,266
Deferred revenue 1,356 1,726
Total current liabilities 64,813 105,895
Long-term liabilities:    
Deferred income taxes 545 466
Long-term debt, less current portion 35,554 36,284
Other noncurrent liabilities 9,273 8,457
Total long-term liabilities 45,372 45,207
Total liabilities 110,185 151,102
Commitments and contingencies (Note 14)
Convertible preferred stock:    
Series A convertible preferred stock, 900,000 shares authorized, 385,782 and 385,782 issued and outstanding, with liquidation preferences of $23,011 and $22,722 at December 31, 2024 and June 30, 2024, respectively 2,720 2,720
Shareholders’ equity:    
Common stock, no par value, 640,000,000 shares authorized, 73,034,575 and 72,935,497 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively 0 0
Additional paid-in capital 483,806 482,329
Accumulated deficit (291,913) (300,459)
Accumulated other comprehensive loss (1,753) (124)
Total shareholders’ equity 190,140 181,746
Total liabilities, convertible preferred stock, and shareholders’ equity $ 303,045 $ 335,568
v3.25.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Statement of Financial Position [Abstract]    
Convertible preferred stock, shares authorized (in shares) 900,000 900,000
Convertible preferred stock, shares issued (in shares) 385,782 385,782
Convertible preferred stock, shares outstanding (in shares) 385,782 385,782
Convertible preferred stock, liquidation preference $ 23,011 $ 22,722
Common stock, shares authorized (in shares) 640,000,000 640,000,000
Common stock, shares issued (in shares) 73,034,575 72,935,497
Common stock, shares outstanding (in shares) 73,034,575 72,935,497
v3.25.0.1
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Revenues: $ 73,722 $ 65,359 $ 144,558 $ 128,042
Costs of sales (exclusive of certain depreciation and amortization): 43,002 41,043 84,987 79,398
Operating expenses:        
Sales and marketing 5,385 4,367 10,833 8,509
Technology and product development 4,523 3,030 9,023 7,198
General and administrative 11,239 10,505 23,166 20,943
Integration and acquisition expenses 44 93 241 171
Depreciation and amortization 3,366 2,736 6,038 5,483
Total operating expenses 24,557 20,731 49,301 42,304
Operating income 6,163 3,585 10,270 6,340
Other income (expense):        
Interest income 398 493 845 1,010
Interest expense (993) (1,002) (1,984) (2,109)
Other (expense) income, net (199) 129 (12) 52
Total other expense, net (794) (380) (1,151) (1,047)
Income before income taxes 5,369 3,205 9,119 5,293
Provision for income taxes (395) (81) (573) (162)
Net income 4,974 3,124 8,546 5,131
Preferred dividends 0 0 (289) (289)
Net income applicable to common shares 4,974 3,124 8,257 4,842
Net income applicable to common shares $ 4,974 $ 3,124 $ 8,257 $ 4,842
Net earnings per common share        
Basic (in dollars per share) $ 0.07 $ 0.04 $ 0.11 $ 0.07
Diluted (in dollars per share) $ 0.07 $ 0.04 $ 0.11 $ 0.07
Weighted average number of common shares outstanding used to compute net earnings per share applicable to common shares        
Basic (in shares) 73,114,387 72,743,162 73,091,622 72,730,563
Diluted (in shares) 74,733,608 73,913,599 74,358,717 73,934,917
Subscription and transaction fees        
Revenues: $ 65,086 $ 56,029 $ 128,877 $ 111,164
Costs of sales (exclusive of certain depreciation and amortization): 35,152 31,885 70,896 63,613
Equipment sales        
Revenues: 8,636 9,330 15,681 16,878
Costs of sales (exclusive of certain depreciation and amortization): $ 7,850 $ 9,158 $ 14,091 $ 15,785
v3.25.0.1
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]        
Net income $ 4,974 $ 3,124 $ 8,546 $ 5,131
Foreign currency translation adjustments (1,818) (24) (1,629) (24)
Other comprehensive loss (1,818) (24) (1,629) (24)
Total comprehensive income $ 3,156 $ 3,100 $ 6,917 $ 5,107
v3.25.0.1
Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Convertible Preferred Stock, beginning balance $ 2,720        
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2023 385,782        
Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2023 385,782        
Convertible Preferred Stock, ending balance at Sep. 30, 2023 $ 2,720        
Beginning balance (in shares) at Jun. 30, 2023   72,664,464      
Beginning balance at Jun. 30, 2023 164,872 $ 0 $ 477,324 $ (312,452) $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 1,934   1,934    
Vesting of restricted stock (in shares)   20,801      
Exercise of stock options (in shares)   10,000      
Exercise of stock options 74   74    
Net income 2,007     2,007  
Ending balance (in shares) at Sep. 30, 2023   72,695,265      
Ending balance at Sep. 30, 2023 $ 168,887 $ 0 479,332 (310,445) 0
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2023 385,782        
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2023 385,782        
Convertible Preferred Stock, ending balance at Dec. 31, 2023 $ 2,720        
Beginning balance (in shares) at Jun. 30, 2023   72,664,464      
Beginning balance at Jun. 30, 2023 164,872 $ 0 477,324 (312,452) 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Other comprehensive income (loss) (24)        
Net income 5,131        
Ending balance (in shares) at Dec. 31, 2023   72,739,058      
Ending balance at Dec. 31, 2023 173,096 $ 0 480,441 (307,321) (24)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Convertible Preferred Stock, beginning balance $ 2,720        
Convertible Preferred Stock, beginning balance (in shares) at Sep. 30, 2023 385,782        
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2023 385,782        
Convertible Preferred Stock, ending balance at Dec. 31, 2023 $ 2,720        
Beginning balance (in shares) at Sep. 30, 2023   72,695,265      
Beginning balance at Sep. 30, 2023 168,887 $ 0 479,332 (310,445) 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 1,109   1,109    
Vesting of restricted stock (in shares)   43,793      
Other comprehensive income (loss) (24)       (24)
Net income 3,124     3,124  
Ending balance (in shares) at Dec. 31, 2023   72,739,058      
Ending balance at Dec. 31, 2023 173,096 $ 0 480,441 (307,321) (24)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Convertible Preferred Stock, beginning balance 2,720        
Convertible Preferred Stock, beginning balance $ 2,720        
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2024 385,782        
Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2024 385,782        
Convertible Preferred Stock, ending balance at Sep. 30, 2024 $ 2,720        
Beginning balance (in shares) at Jun. 30, 2024   72,935,497      
Beginning balance at Jun. 30, 2024 181,746 $ 0 482,329 (300,459) (124)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 723   723    
Vesting of restricted stock (in shares)   50,675      
Other comprehensive income (loss) 189       189
Net income 3,572     3,572  
Ending balance (in shares) at Sep. 30, 2024   72,986,172      
Ending balance at Sep. 30, 2024 $ 186,230 $ 0 483,052 (296,887) 65
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2024 385,782        
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2024 385,782        
Convertible Preferred Stock, ending balance at Dec. 31, 2024 $ 2,720        
Beginning balance (in shares) at Jun. 30, 2024   72,935,497      
Beginning balance at Jun. 30, 2024 181,746 $ 0 482,329 (300,459) (124)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Other comprehensive income (loss) (1,629)        
Net income 8,546        
Ending balance (in shares) at Dec. 31, 2024   73,034,575      
Ending balance at Dec. 31, 2024 190,140 $ 0 483,806 (291,913) (1,753)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Convertible Preferred Stock, beginning balance $ 2,720        
Convertible Preferred Stock, beginning balance (in shares) at Sep. 30, 2024 385,782        
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2024 385,782        
Convertible Preferred Stock, ending balance at Dec. 31, 2024 $ 2,720        
Beginning balance (in shares) at Sep. 30, 2024   72,986,172      
Beginning balance at Sep. 30, 2024 186,230 $ 0 483,052 (296,887) 65
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 754   754    
Vesting of restricted stock (in shares)   48,403      
Other comprehensive income (loss) (1,818)       (1,818)
Net income 4,974     4,974  
Ending balance (in shares) at Dec. 31, 2024   73,034,575      
Ending balance at Dec. 31, 2024 190,140 $ 0 $ 483,806 $ (291,913) $ (1,753)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Convertible Preferred Stock, beginning balance $ 2,720        
v3.25.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities:    
Net income $ 8,546 $ 5,131
Adjustments to reconcile net income to net cash used in operating activities:    
Stock-based compensation 1,830 3,043
Provision for expected losses 2,121 2,384
Depreciation and amortization 6,920 6,205
Non-cash lease expense 879 734
Other 997 433
Changes in operating assets and liabilities:    
Accounts receivable 13,265 (12,278)
Finance receivables 2,264 1,886
Inventory (4,845) (2,941)
Prepaid expenses and other assets (1,402) (2,506)
Accounts payable and accrued expenses (40,905) (2,915)
Operating lease liabilities (796) (530)
Deferred revenue (370) 122
Net cash used in operating activities (11,496) (1,232)
Cash flows from investing activities:    
Capital expenditures (8,081) (5,912)
Acquisition of business, net of cash acquired (9,761) 0
Net cash used in investing activities (17,842) (5,912)
Cash flows from financing activities:    
Repayment of long-term debt (573) (384)
Proceeds from exercise of common stock options 0 74
Payment of employee taxes related to stock-based compensation (353) 0
Net cash used in financing activities (926) (310)
Effect of currency exchange rate changes on cash and cash equivalents (977) 5
Net decrease in cash and cash equivalents (31,241) (7,449)
Cash and cash equivalents at beginning of year 58,920 50,927
Cash and cash equivalents at end of period 27,679 43,478
Supplemental disclosures of cash flow information:    
Interest paid in cash 1,672 1,931
Income taxes paid in cash $ 778 $ 130
v3.25.0.1
BUSINESS
 6 Months Ended
Dec. 31, 2024
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 digital payments and software services company that provides end-to-end technology solutions for self-service commerce. We offer a single platform for self-service commerce which includes integrated payments processing and software solutions that handle inventory management, pre-kitting, route logistics, warehouse 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. Our customers range from vending machine companies to operators of micro-markets and smart retail, laundromats, metered parking terminals, amusement and entertainment venues, IoT services and more.

Cantaloupe, Inc. and its consolidated subsidiaries are referred to herein collectively as "Cantaloupe," the "Company," "we," "our" or "us," unless the context requires otherwise.
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Dec. 31, 2024
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 include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") 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, 2024 Annual Report on Form 10-K.

The Company's legal entities are based in the United States, Mexico and the United Kingdom. The functional currencies of our foreign wholly-owned subsidiaries are the local currencies. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company evaluates these estimates on an ongoing basis.

Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, capitalization of internal-use software and cloud computing arrangements, fair value of acquired assets and liabilities including goodwill through purchase accounting, income taxes and sales tax reserves. See the Company's Annual Report, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, section Critical Accounting Estimates.

Reclassification

Certain reclassifications have been made to prior year's reported amounts in order to conform to the current year presentation. These reclassifications did not impact our previously reported net income or stockholders’ equity.

Recent Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes
paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is the Company's fiscal year ended June 30, 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023, which is the Company's fiscal year ended June 30, 2025. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, which is the Company's fiscal year ended June 30, 2026. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2024-03 Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

No other new accounting pronouncements, issued or effective during the period ended December 31, 2024, have had or are expected to have a significant impact on the Company’s financial statements.
v3.25.0.1
ACCOUNTS RECEIVABLE
 6 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
ACCOUNTS RECEIVABLE ACCOUNTS RECEIVABLE
Accounts receivable includes amounts due to the Company for sales of equipment and subscription fees, settlement receivables for amounts due from third-party payment processors, receivables from contract manufacturers and unbilled amounts due from customers, net of the allowance for credit losses. Accounts receivable, net of the allowance for uncollectible accounts were $29.1 million as of December 31, 2024 and $43.8 million as of June 30, 2024.

Allowance for credit losses

The following table represents a rollforward of the allowance for credit losses for the six months ended December 31, 2024 and 2023:
Six months ended December 31,
($ in thousands)20242023
Balance, June 30$13,442 $10,815 
Provision for expected losses558 958 
Write-offs(354)(60)
Balance, September 3013,646 11,713 
Provision for expected losses1,064 1,266 
Write-offs(3,559)(134)
Balance, December 31$11,151 $12,845 
v3.25.0.1
FINANCE RECEIVABLES
 6 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
FINANCE RECEIVABLES FINANCE RECEIVABLES
The Company's finance receivables consist of devices under its financing program. Predominately all of the Company’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases.
The Company collects lease payments from customers primarily as part of the flow of funds from our transaction processing services. 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.

At December 31, 2024, 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 AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$2,205 $1,956 $5,374 $2,196 $374 $115 $12,220 
30 days and under38 39 133 98 46 12 366 
31 - 60 days13 19 78 87 45 12 254 
61 - 90 days9 13 91 35 50 30 228 
Greater than 90 days18 87 988 509 161 1,290 3,053 
Total finance receivables$2,283 $2,114 $6,664 $2,925 $676 $1,459 $16,121 

At June 30, 2024, 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 AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$2,199 $5,135 $4,668 $1,961 $456 $324 $14,743 
30 days and under13 67 80 85 56 42 343 
31 - 60 days8 64 58 49 47 38 264 
61 - 90 days8 62 48 32 36 38 224 
Greater than 90 days35 387 625 208 297 1,235 2,787 
Total finance receivables$2,263 $5,715 $5,479 $2,335 $892 $1,677 $18,361 

The following table represents a rollforward of the allowance for finance receivables for the six months ended December 31, 2024 and 2023:

Six months ended December 31,
($ in thousands)20242023
Balance, June 30$1,934 $2,098 
Provision for expected losses391 51 
Balance, Sept 302,325 2,149 
Provision for expected losses108 108 
Balance, December 312,433 2,257 

There were no material write-offs of finance receivables for the six months ended December 31, 2024 and 2023.
Cash to be collected on our performing finance receivables due for each of the fiscal years is as follows:
($ in thousands)Amount
Remainder of 2025$3,658 
20266,026 
20274,135 
20282,127 
2029848 
Thereafter122 
Total amounts to be collected16,916 
Less: interest(795)
Less: allowance for uncollectible receivables(2,433)
Total finance receivables$13,688 
v3.25.0.1
LEASES
 6 Months Ended
Dec. 31, 2024
Leases [Abstract]  
LEASES LEASES
Lessee Accounting
We have operating leases which are real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases:
($ in thousands)Balance Sheet ClassificationDecember 31,
2024		June 30,
2024
Assets:Operating lease right-of-use assets$7,939 $7,986 
Liabilities:
CurrentAccrued expenses$1,425 $1,320 
Long-termOther noncurrent liabilities8,511 8,457 
Total lease liabilities$9,936 $9,777 

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

($ in thousands)Six months ended
December 31,
20242023
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities$1,061 $1,220 
Non-cash activity:
Right-of-use assets obtained in exchange for new lease obligations$525 $6,657 

Maturities of lease liabilities by fiscal year for our leases as of December 31, 2024 are as follows:
($ in thousands)Operating
Leases
Remainder of 2025$875 
20262,409 
20271,958 
20281,453 
20291,489 
Thereafter5,720 
Total lease payments13,904 
Less: Imputed interest(3,968)
Present value of lease liabilities$9,936 

Lessor Accounting

Property and equipment used for the Cantaloupe One operating lease rental program consisted of the following:
($ in thousands)December 31,
2024		June 30,
2024
Cost$32,914 $32,513 
Accumulated depreciation(25,757)(24,742)
Net$7,157 $7,771 

For the three months ended December 31, 2024 and 2023, the Company recognized $2.2 million and $2.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

For the six months ended December 31, 2024 and 2023, the Company recognized $4.5 million and $4.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

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 December 31, 2024 are disclosed within Note 4 - Finance Receivables.
LEASES LEASES
Lessee Accounting
We have operating leases which are real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases:
($ in thousands)Balance Sheet ClassificationDecember 31,
2024		June 30,
2024
Assets:Operating lease right-of-use assets$7,939 $7,986 
Liabilities:
CurrentAccrued expenses$1,425 $1,320 
Long-termOther noncurrent liabilities8,511 8,457 
Total lease liabilities$9,936 $9,777 

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

($ in thousands)Six months ended
December 31,
20242023
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities$1,061 $1,220 
Non-cash activity:
Right-of-use assets obtained in exchange for new lease obligations$525 $6,657 

Maturities of lease liabilities by fiscal year for our leases as of December 31, 2024 are as follows:
($ in thousands)Operating
Leases
Remainder of 2025$875 
20262,409 
20271,958 
20281,453 
20291,489 
Thereafter5,720 
Total lease payments13,904 
Less: Imputed interest(3,968)
Present value of lease liabilities$9,936 

Lessor Accounting

Property and equipment used for the Cantaloupe One operating lease rental program consisted of the following:
($ in thousands)December 31,
2024		June 30,
2024
Cost$32,914 $32,513 
Accumulated depreciation(25,757)(24,742)
Net$7,157 $7,771 

For the three months ended December 31, 2024 and 2023, the Company recognized $2.2 million and $2.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

For the six months ended December 31, 2024 and 2023, the Company recognized $4.5 million and $4.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

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 December 31, 2024 are disclosed within Note 4 - Finance Receivables.
LEASES LEASES
Lessee Accounting
We have operating leases which are real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases:
($ in thousands)Balance Sheet ClassificationDecember 31,
2024		June 30,
2024
Assets:Operating lease right-of-use assets$7,939 $7,986 
Liabilities:
CurrentAccrued expenses$1,425 $1,320 
Long-termOther noncurrent liabilities8,511 8,457 
Total lease liabilities$9,936 $9,777 

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

($ in thousands)Six months ended
December 31,
20242023
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities$1,061 $1,220 
Non-cash activity:
Right-of-use assets obtained in exchange for new lease obligations$525 $6,657 

Maturities of lease liabilities by fiscal year for our leases as of December 31, 2024 are as follows:
($ in thousands)Operating
Leases
Remainder of 2025$875 
20262,409 
20271,958 
20281,453 
20291,489 
Thereafter5,720 
Total lease payments13,904 
Less: Imputed interest(3,968)
Present value of lease liabilities$9,936 

Lessor Accounting

Property and equipment used for the Cantaloupe One operating lease rental program consisted of the following:
($ in thousands)December 31,
2024		June 30,
2024
Cost$32,914 $32,513 
Accumulated depreciation(25,757)(24,742)
Net$7,157 $7,771 

For the three months ended December 31, 2024 and 2023, the Company recognized $2.2 million and $2.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

For the six months ended December 31, 2024 and 2023, the Company recognized $4.5 million and $4.0 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations.

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 December 31, 2024 are disclosed within Note 4 - Finance Receivables.
v3.25.0.1
DEBT AND OTHER FINANCING ARRANGEMENTS
 6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
DEBT AND OTHER FINANCING ARRANGEMENTS DEBT AND OTHER FINANCING ARRANGEMENTS
The Company's debt and other financing arrangements as of December 31, 2024 and June 30, 2024 consisted of the following:
As of December 31,As of June 30,
($ in thousands)20242024
JPMorgan Credit Facility*$37,063 $37,625 
Other obligations24 34 
Less: unamortized issuance costs and debt discount(75)(109)
Total37,012 37,550 
Less: debt and other financing arrangements, current(1,458)(1,266)
Debt and other financing arrangements, noncurrent$35,554 $36,284 
* See discussion below on amendment to the JPMorgan Credit Facility.

JPMorgan Credit Facility

On March 17, 2022, the Company entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A. which provides 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.

On December 1, 2022, the Company entered into an amendment to the 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, including $15 million from the revolving credit facility and $10 million from the term facility. No issuance costs were capitalized in connection with this amendment. As of December 31, 2024, the weighted-average interest rate for the Amended JPMorgan Credit Facility is approximately 8.7%.

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 Company was in compliance with its financial covenants for the Amended JPMorgan Credit Facility as of December 31, 2024.

See Note 16 - Subsequent Events for information on the refinancing of the JPMorgan Credit Facility that occurred in January 2025.
v3.25.0.1
ACCRUED EXPENSES
 6 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES ACCRUED EXPENSES
Accrued expenses consisted of the following as of December 31, 2024 and June 30, 2024:
As of December 31,As of June 30,
($ in thousands)20242024
Sales tax$11,780 $12,070 
Accrued compensation and related sales commissions2,827 4,061 
Operating lease liabilities - current1,425 1,320 
Accrued professional fees2,798 4,336 
Consideration withheld for acquisitions - current*1,442 1,370 
Accrued other646 851 
Total accrued expenses$20,918 $24,008 
* See Note 9 - Acquisitions for a description of the arrangements.
v3.25.0.1
GOODWILL AND INTANGIBLES
 6 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLES GOODWILL AND INTANGIBLES
Intangible asset balances and goodwill consisted of the following:
As of December 31, 2024
Weighted Average Remaining Useful Life (Years)
($ in thousands)GrossAccumulated AmortizationNet
Intangible assets:
Brand and trade names$2,510 (2,075)435 1.8
Developed technology22,882 (14,467)8,415 3.6
Customer relationships27,186 (11,020)16,166 8.5
Total intangible assets$52,578 $(27,562)$25,016 6.7
Goodwill$102,292 $— $102,292 Indefinite
As of June 30, 2024Weighted Average Useful Life (Years)
($ in thousands)GrossAccumulated AmortizationNet
Intangible assets:
Brand and trade names$2,361 $(1,852)$509 1.6
Developed technology20,062 (13,304)6,758 3.6
Customer relationships27,024 (9,665)17,359 8.8
Total intangible assets$49,447 $(24,821)$24,626 7.2
Goodwill$94,903 $— $94,903 Indefinite

During the three and six months ended December 31, 2024, the Company recognized $1.5 million and $2.7 million, respectively, in amortization expense related to intangible assets.

During the three and six months ended December 31, 2023, the Company recognized $1.4 million and $3.0 million, respectively, in amortization expense related to intangible assets.
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 one single reporting unit for purposes of testing goodwill for impairment. During the six months ended December 31, 2024 and December 31, 2023, the Company did not recognize any impairment charges related to goodwill.
v3.25.0.1
ACQUISITIONS
 6 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
On September 5, 2024, the Company acquired all of the equity interests of SB Software Limited ("SB Software"), a United Kingdom private limited company. SB Software is in the business of vending and coffee machine management in the United Kingdom. The acquisition enhances Cantaloupe’s operational capabilities and market reach in Europe.
On February 1, 2024, the Company acquired all of the equity interests of Cheq Lifestyle Technology, Inc. ("Cheq"). Cheq powers payments for numerous professional sports teams, entertainment venues and festival operators through its enterprise-grade payment devices and mobile ordering platform. The acquisition positions Cantaloupe for expansion into the large and rapidly growing sports, entertainment, and restaurant sectors with a comprehensive suite of self-service solutions.

Both acquisitions were accounted for as business combinations using the acquisition method of accounting. The purchase price of each acquired company was allocated between tangible and intangible assets acquired and liabilities assumed from the acquired businesses 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.
SB Software
For SB Software, the Company paid a purchase price of approximately $11.4 million which includes cash paid of $10.0 million and the estimated fair value of contingent consideration of $1.4 million. The acquisition was funded by the Company's cash on hand.
The $1.4 million fair value of the contingent consideration represents the present value of up to $3.3 million in contingent consideration based on a Monte Carlo Simulation should SB Software achieve certain revenue growth targets as defined in the share purchase agreement. Should these targets be achieved, approximately $1.3 million, $1.0 million and $1.0 million, denominated in British Pounds, will be payable in September 2025, September 2026 and September 2027, respectively. Should the targets be achieved, the Company may choose to pay this contingent consideration in either cash or common stock valued based on the average stock price for the 10 trading days preceding the release of these shares. As of December 31, 2024, the current and noncurrent portions of the fair value of the contingent consideration of $0.5 million and $0.8 million are included in Accrued expenses and Other non-current liabilities on the Condensed Consolidated Balance Sheet, respectively.
The following table summarizes the estimated fair value assigned to the assets acquired and liabilities assumed:

($ in thousands)Amount
Cash and cash equivalents$284 
Accounts receivable94 
Inventory42 
Prepaid expenses14 
Property and equipment67 
Operating lease right-of-use assets244 
Intangible assets3,303 
Total identifiable assets acquired4,048 
Accounts payable(71)
Accrued expenses(152)
Operating lease liability(244)
Total liabilities assumed(467)
Total identifiable net assets3,581 
Goodwill7,793 
Fair value of total considerations transferred$11,374 

The Company determined the estimated fair value of the identifiable intangible assets acquired with the assistance of third-party valuation consultants. Amounts allocated to identifiable intangible assets included $3.0 million related to developed technology, $0.2 million related to customer relationships, and $0.1 million related to trade names. The estimated fair value of the acquired developed technology was determined using a multi-period excess earnings method. The estimated fair value of the acquired customer relationships was determined using the distributor method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The estimated fair value of the acquired trade names was determined using the relief from royalty method which estimates the value using the discounted value of the royalties that a company would pay to license the trade name. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives for developed technology, customer relationship, trade names were 5, 3 and 3 years, respectively.

Goodwill of $7.8 million arising from the acquisition includes the expected synergies between SB Software and the Company. Goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The Company recognized $0.2 million of integration and acquisition related costs that were expensed during the six months ended December 31, 2024. These costs are recorded within Integration and acquisition expenses in the Condensed Consolidated Statements of Operations.
The allocation of the purchase price is currently provisional and is subject to change over the remainder of the measurement period as the Company continues to evaluate and analyze the estimates and assumptions used in the valuation. For the quarter ended December 31, 2024, certain immaterial adjustments were made the allocation of the purchase price. Pro forma financial information of the acquisition and revenue and net income since acquisition are not presented due to the immaterial impact of the financial results of SB Software in the Company's Condensed Consolidated Financial Statements.
Cheq
For Cheq, the Company paid an aggregate purchase price consideration of $4.7 million, including $1.1 million in accounts payable paid concurrently with the acquisition and $0.9 million cash held back by the Company for net working capital and other post-closing adjustments. The acquisition was funded by the Company's cash on hand. Cash held back by the Company is expected to be paid during the quarter ended March 31, 2025.

The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed:

($ in thousands)Amount
Cash and cash equivalents$84 
Property and equipment
1,136 
Intangible assets1,750 
Other assets486 
Total identifiable assets acquired3,456 
Accounts payable
(691)
Other liabilities(52)
Total liabilities assumed(743)
Total identifiable net assets2,713 
Goodwill2,000 
Fair value of total considerations transferred$4,713 

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 $1.4 million related to developed technology, $0.2 million related to customer relationships, and $0.2 million related to trade names. 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 distributor method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The fair value of the acquired trade names was determined using the relief from royalty method which estimates the value using the discounted value of the royalties that a company would pay to license the trade name. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives for developed technology, customer relationship, trade names were 5, 3 and 3 years, respectively.

Goodwill of $2.0 million arising from the acquisition includes the expected synergies between Cheq and the Company. Goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The allocation of the purchase price is currently provisional and is subject to change over the remainder of the measurement period as the Company continues to evaluate and analyze the estimates and assumptions used in the valuation. For the quarter ended December 31, 2024, there were no adjustments made the allocation of the purchase price. Pro forma financial information of the acquisition and revenue and net income since acquisition are not presented due to the immaterial impact of the financial results of Cheq in the Company's Condensed Consolidated Financial Statements.
v3.25.0.1
REVENUES
 6 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUES REVENUES
Based on similar operational characteristics, the Company's revenues are disaggregated as follows:
Three months ended
December 31,		Six months ended
December 31,
($ in thousands)2024202320242023
Transaction fees$44,392 $37,892 $87,995 $74,922 
Subscription fees20,694 18,137 40,882 36,242 
Subscription and transaction fees65,086 56,029 128,877 111,164 
Equipment sales8,636 9,330 15,681 16,878 
Total revenues$73,722 $65,359 $144,558 $128,042 

A portion of the Company’s revenues relate to rental lease arrangements. The Company leases equipment to customers under the Cantaloupe One program which is accounted for as operating leases in accordance with ASC 842. Lease revenue is recognized on a straight-line basis over the term of the lease and is included in Subscription and transaction fees in the Consolidated Statement of Operations and Subscription fees in the table above. As described in Note 4 - Finance Receivables, the Company leases equipment under sales-type finance leases in accordance with ASC 842.

The Company's revenues earned under ASC Topic 842 are as follows:
Three months ended
December 31,		Six months ended
December 31,
($ in thousands)2024202320242023
Operating leases
$2,190 $2,032 $4,508 $4,023 
Sales-type leases294 420 934 1,111 
Total lease revenues
$2,484 $2,452 $5,442 $5,134 

Operating leases are included in Subscription and transaction fees in the Consolidated Statement of Operations and Subscription fees in the disaggregated revenue table above. Sales-type finance leases are included in Equipment sales in the Consolidated Statement of Operations and in the disaggregated revenue table above.

Contract Assets
Contract assets represent revenues earned from customers that are not yet billable to customers, generally due to the timing of when equipment and services are delivered to customers on bundled contracts, or as a result of contract costs as described below. Contract assets that will be billed within the next 12 months are included in Prepaid expenses and other current assets and all others are included in Other assets on the Condensed Consolidated Balance Sheets. Contract assets were $2.4 million and $2.6 million, as of December 31, 2024 and June 30, 2024.

Contract Liabilities

The change in the contract liability balances, presented as Deferred revenue on the Condensed Consolidated Balance Sheets, is primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the customer.
The Company's contract liability (i.e., deferred revenue) balances are as follows:
Three months ended
December 31,
($ in thousands)20242023
Deferred revenue, beginning of the period$1,471 $1,940 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period(211)(150)
Additions (reversals)96 (2)
Deferred revenue, end of the period$1,356 $1,788 
Six months ended
December 31,
($ in thousands)20242023
Deferred revenue, beginning of the period$1,726 $1,666 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period(515)(242)
Additions145 364 
Deferred revenue, end of the period$1,356 $1,788 

Lessor Operating Lease Payment Receipts

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 are primarily associated with the Company's Cantaloupe ONE rental program which has a contractual term of 36 months. The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied as of December 31, 2024:
($ in thousands)As of December 31, 2024
Remainder of fiscal year 2025$2,932 
20264,205 
20271,355 
2028115 
     Total$8,607 

Contract Costs

The Company had net capitalized costs to obtain contracts of $1.0 million and $0.9 million included in Prepaid expenses and other current assets and $2.3 million and $2.4 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024, respectively. None of these capitalized contract costs were impaired.

During the three and six months ended December 31, 2024, amortization of capitalized contract costs was $0.2 million and $0.5 million, respectively. During the three and six months ended December 31, 2023, amortization of capitalized contract costs was $0.2 million and $0.5 million, respectively. Amortization of costs to obtain a contract are included within Sales and marketing expenses within the Condensed Consolidated Statement of Operations.
v3.25.0.1
STOCK-BASED COMPENSATION
 6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
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) 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 six months ended December 31, 2024 and 2023 were determined using the following assumptions and includes only options with an established grant date under ASC 718:
Six months ended December 31,
20242023
Expected volatility (percent)
50.5%
61.3% - 69.7%
Weighted average expected life (years)
4.5
4.2 - 4.5
Dividend yield (percent)0.0 %0.0 %
Risk-free interest rate (percent)
3.4%
4.2% - 4.3%
Number of options granted20,000 125,000 
Weighted average exercise price$6.35 $7.11 
Weighted average grant date fair value$2.88 $4.34 

Stock-based compensation related to stock options with an established grant date for the three months ended December 31, 2024 and 2023 was $0.2 million and $0.7 million, respectively. Stock-based compensation related to stock options with an established grant date for the six months ended December 31, 2024 and 2023 was $0.7 million and $1.8 million, respectively.

Restricted Stock Awards

The Company has granted service based restricted stock awards to employees. The Company determines expense related to restricted stock awards using the closing stock price on the grant date and these awards are expensed under the accelerated attribution method over the vesting period which is typically a three-year service period. The total expense recognized for restricted stock awards for the three months ended December 31, 2024 and 2023 was $0.7 million and $0.6 million, respectively. The total expense recognized for restricted stock awards for both the six months ended December 31, 2024 and 2023 was $1.1 million.
The Company has awarded performance stock awards to certain executives which vest each year over a three year period. These stock awards are also subject to the achievement of performance goals established by the Company's Board of Directors each fiscal year. During the three and six months ended December 31, 2024, total expense recognized by the Company for these awards was $0.1 million. There was no expense recognized by the Company during the three and six months ended December 31, 2023 related to performance based stock awards.
v3.25.0.1
INCOME TAXES
 6 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company computes its interim period income tax expense or benefit using a forecasted estimated annual effective tax rate ("EAETR") and adjusts for any discrete items arising during the interim period and any changes in the Company's projected full-year business interest expense and taxable income. For both the three and six months ended December 31, 2024, the EAETR was 5.0%, and was based primarily on minimum state tax obligations.

For the three and six months ended December 31, 2024, the Company recorded an income tax provision of $0.4 million and $0.6 million, respectively. For the three and six months ended December 31, 2023, the Company recorded an income tax provision of $0.1 million and $0.2 million, respectively. The income tax provisions for both quarters primarily relate to state income and deferred taxes related to goodwill amortization for tax purposes. The provision was based upon actual income before income taxes for the six months ended December 31, 2024, as this provided a more reliable estimate of the income tax provision than an estimated annual effective income tax rate. The Company had a total unrecognized income tax benefit of $0.7 million and $0.7 million as of December 31, 2024 and 2023, respectively.

The Company has significant deferred tax assets, a substantial amount of which result from operating loss carryforwards. The Company routinely evaluates its ability to realize the benefits of these assets to determine whether it is more likely than not that such benefit will be realized. The Company believes that for the period ended December 31, 2024, it is more likely than not that its deferred tax assets will not be realized. Accordingly, the Company has established a full valuation allowance on its net deferred tax assets. The Company intends to continue maintaining a full valuation allowance on its federal and state deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. However, given the Company’s current earnings and anticipated future earnings, the Company believes that there is a reasonable possibility in a future period that sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.
v3.25.0.1
EARNINGS PER SHARE CALCULATION
 6 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE CALCULATION EARNINGS PER SHARE CALCULATION
Basic earnings per share is computed by dividing net earnings 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 per share is presented below:
Three months ended December 31,
($ in thousands, except per share data)20242023
Numerator for basic and diluted earnings per share
Net income$4,974 3,124
Preferred dividends—— 
Net income applicable to common shareholders$4,974 $3,124 
Denominator for basic earnings per share - Weighted average shares outstanding73,114,387 72,743,162 
Effect of dilutive potential common shares1,619,221 1,170,437 
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding74,733,608 73,913,599 
Basic earnings per share$0.07 $0.04 
Diluted earnings per share$0.07 $0.04 
Six months ended December 31,
($ in thousands, except per share data)20242023
Numerator for basic and diluted earnings per share
Net income$8,546 5,131
Preferred dividends(289)(289)
Net income applicable to common shareholders$8,257 $4,842 
Denominator for basic earnings per share - Weighted average shares outstanding73,091,622 72,730,563 
Effect of dilutive potential common shares1,267,095 1,204,354 
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding74,358,717 73,934,917 
Basic earnings per share$0.11 $0.07 
Diluted earnings per share$0.11 $0.07 
Potentially anti-dilutive shares excluded from the calculation of diluted earnings per share were approximately 1.5 million and 1 million for the six months ended December 31, 2024 and 2023, respectively.
v3.25.0.1
COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Litigation

From time to time, we may be 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. We do not expect any claims with a reasonably possible adverse outcome to have a material impact on us, and, accordingly, have not accrued for any material claims.
v3.25.0.1
RELATED PARTY TRANSACTIONS
 6 Months Ended
Dec. 31, 2024
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 General and administrative operating expenses for these arrangements was $0.1 million for the six months ended December 31, 2024 and 2023.
v3.25.0.1
SUBSEQUENT EVENTS
 6 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
On January 31, 2025 (the "Closing Date", Cantaloupe, Inc. (the “Company”), entered into a second amended and restated credit agreement (the “2025 Credit Facility”) among the Company, as the borrower, certain of its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as a lender and the administrative agent, and Capital One, National Association as a lender.

The 2025 Credit Facility provides for a $30 million secured revolving credit facility (the "2025 Revolving Facility"), a $40 million secured term loan facility (the "2025 Term Loan Facility") and a $30 million secured delayed draw term loan facility (the "Delayed Draw Term Loan Facility"), for a total of $100 million. Proceeds from the 2025 Term Loan Facility were used to repay borrowings under the Company's prior JPMorgan Credit Facility described in Note 6, Debt and Other Financing Arrangements, which had total remaining net borrowings of $37.3 million, inclusive of accrued interest on these facilities. The remaining proceeds from the 2025 Credit Facility may be otherwise used to finance working capital needs and for general corporate purposes (including permitted acquisitions and investments). The 2025 Delayed Draw Facility is available for a period of up to 24 months following the Closing Date. The Company has not borrowed against the 2025 Revolving Facility or the Delayed Draw Term Loan Facility.

Interest on the 2025 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 net leverage ratio and having ranges between 1.75% and 2.50% for base rate loans and between 2.75% to 3.50% for SOFR loans; provided that, until the third business day following the date of delivery of the quarterly consolidated financial statements for fiscal quarter ending December 31, 2024, the applicable margin shall be 1.75% for base rate loans and 2.75% for SOFR loans. The 2025 Revolving Facility will also carry an unused commitment fee tied to the Company's total net leverage ratio between 0.25% to 0.40% per annum. In an event of default, the interest rate may be increased by 2.00%.

The 2025 Credit Facility matures on January 31, 2030. Principal in respect of the 2025 Term Loan Facility is payable with 5.0% due in year one and year two, 7.5% due in year three and year 4, 10% due in year 5, and the remainder payable upon maturity. To the extent funded, principal in respect of the Delayed Draw Term Loan Facility will be payable on the same terms as the 2025 Term Loan Facility.

The Company’s obligations under the 2025 Credit Agreement are unconditionally guaranteed, jointly and severally, by the Company’s material direct and indirect wholly-owned domestic and foreign subsidiaries (the “Guarantors”). All obligations of the Company and the Guarantors under the 2025 Credit Agreement are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors.

The 2025 Credit Facility includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two financial covenants. The first financial covenant requires the Company to maintain a total leverage ratio of not more than 3.50 to 1.00 on the last day of any fiscal quarter. However, if a material acquisition occurs, the Company is required to maintain a total leverage ratio not greater than 4.00 to 1.00 on the last day of the fiscal quarter for the next four fiscal quarters following the material acquisition. The second financial covenant requires the Company to maintain a fixed charge coverage ratio for all periods of four consecutive fiscal quarters at least than 1.15 to 1.00.

The Company paid $0.6 million in transaction fees plus certain legal expenses in connection with the execution of the Secured Credit Facility.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure            
Net income $ 4,974 $ 3,572 $ 3,124 $ 2,007 $ 8,546 $ 5,131
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Preparation
Basis of Presentation and Preparation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") 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, 2024 Annual Report on Form 10-K.

The Company's legal entities are based in the United States, Mexico and the United Kingdom. The functional currencies of our foreign wholly-owned subsidiaries are the local currencies. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company evaluates these estimates on an ongoing basis.

Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, capitalization of internal-use software and cloud computing arrangements, fair value of acquired assets and liabilities including goodwill through purchase accounting, income taxes and sales tax reserves. See the Company's Annual Report, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, section Critical Accounting Estimates.
Reclassification
Reclassification

Certain reclassifications have been made to prior year's reported amounts in order to conform to the current year presentation. These reclassifications did not impact our previously reported net income or stockholders’ equity.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes
paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is the Company's fiscal year ended June 30, 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023, which is the Company's fiscal year ended June 30, 2025. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, which is the Company's fiscal year ended June 30, 2026. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2024-03 Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

No other new accounting pronouncements, issued or effective during the period ended December 31, 2024, have had or are expected to have a significant impact on the Company’s financial statements.
v3.25.0.1
ACCOUNTS RECEIVABLE (Tables)
 6 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
Schedule of Rollforward of Allowance for Doubtful Accounts
The following table represents a rollforward of the allowance for credit losses for the six months ended December 31, 2024 and 2023:
Six months ended December 31,
($ in thousands)20242023
Balance, June 30$13,442 $10,815 
Provision for expected losses558 958 
Write-offs(354)(60)
Balance, September 3013,646 11,713 
Provision for expected losses1,064 1,266 
Write-offs(3,559)(134)
Balance, December 31$11,151 $12,845 
v3.25.0.1
FINANCE RECEIVABLES (Tables)
 6 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
Schedule of Financing Receivable Credit Quality Indicators
At December 31, 2024, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:
Leases by Origination
($ in thousands)Up to 1 Year AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$2,205 $1,956 $5,374 $2,196 $374 $115 $12,220 
30 days and under38 39 133 98 46 12 366 
31 - 60 days13 19 78 87 45 12 254 
61 - 90 days9 13 91 35 50 30 228 
Greater than 90 days18 87 988 509 161 1,290 3,053 
Total finance receivables$2,283 $2,114 $6,664 $2,925 $676 $1,459 $16,121 

At June 30, 2024, 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 AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$2,199 $5,135 $4,668 $1,961 $456 $324 $14,743 
30 days and under13 67 80 85 56 42 343 
31 - 60 days8 64 58 49 47 38 264 
61 - 90 days8 62 48 32 36 38 224 
Greater than 90 days35 387 625 208 297 1,235 2,787 
Total finance receivables$2,263 $5,715 $5,479 $2,335 $892 $1,677 $18,361 
Schedule of Financing Receivable, Allowance for Credit Loss
The following table represents a rollforward of the allowance for finance receivables for the six months ended December 31, 2024 and 2023:

Six months ended December 31,
($ in thousands)20242023
Balance, June 30$1,934 $2,098 
Provision for expected losses391 51 
Balance, Sept 302,325 2,149 
Provision for expected losses108 108 
Balance, December 312,433 2,257 
Schedule of Cash to be Collected on Performing Financing Receivable
Cash to be collected on our performing finance receivables due for each of the fiscal years is as follows:
($ in thousands)Amount
Remainder of 2025$3,658 
20266,026 
20274,135 
20282,127 
2029848 
Thereafter122 
Total amounts to be collected16,916 
Less: interest(795)
Less: allowance for uncollectible receivables(2,433)
Total finance receivables$13,688 
v3.25.0.1
LEASES (Tables)
 6 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Assets and Liabilities The following table provides supplemental balance sheet information related to the Company's operating leases:
($ in thousands)Balance Sheet ClassificationDecember 31,
2024		June 30,
2024
Assets:Operating lease right-of-use assets$7,939 $7,986 
Liabilities:
CurrentAccrued expenses$1,425 $1,320 
Long-termOther noncurrent liabilities8,511 8,457 
Total lease liabilities$9,936 $9,777 
Schedule of Lease Costs
Supplemental cash flow information and non-cash activity related to our leases are as follows:

($ in thousands)Six months ended
December 31,
20242023
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities$1,061 $1,220 
Non-cash activity:
Right-of-use assets obtained in exchange for new lease obligations$525 $6,657 
Schedule of Maturities of Lease Liabilities, Operating Leases
Maturities of lease liabilities by fiscal year for our leases as of December 31, 2024 are as follows:
($ in thousands)Operating
Leases
Remainder of 2025$875 
20262,409 
20271,958 
20281,453 
20291,489 
Thereafter5,720 
Total lease payments13,904 
Less: Imputed interest(3,968)
Present value of lease liabilities$9,936 
Schedule of Property and Equipment Used for the Operating Lease Rental Program
Property and equipment used for the Cantaloupe One operating lease rental program consisted of the following:
($ in thousands)December 31,
2024		June 30,
2024
Cost$32,914 $32,513 
Accumulated depreciation(25,757)(24,742)
Net$7,157 $7,771 
v3.25.0.1
DEBT AND OTHER FINANCING ARRANGEMENTS (Tables)
 6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt and Other Financing Arrangements
The Company's debt and other financing arrangements as of December 31, 2024 and June 30, 2024 consisted of the following:
As of December 31,As of June 30,
($ in thousands)20242024
JPMorgan Credit Facility*$37,063 $37,625 
Other obligations24 34 
Less: unamortized issuance costs and debt discount(75)(109)
Total37,012 37,550 
Less: debt and other financing arrangements, current(1,458)(1,266)
Debt and other financing arrangements, noncurrent$35,554 $36,284 
* See discussion below on amendment to the JPMorgan Credit Facility.
v3.25.0.1
ACCRUED EXPENSES (Tables)
 6 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses
Accrued expenses consisted of the following as of December 31, 2024 and June 30, 2024:
As of December 31,As of June 30,
($ in thousands)20242024
Sales tax$11,780 $12,070 
Accrued compensation and related sales commissions2,827 4,061 
Operating lease liabilities - current1,425 1,320 
Accrued professional fees2,798 4,336 
Consideration withheld for acquisitions - current*1,442 1,370 
Accrued other646 851 
Total accrued expenses$20,918 $24,008 
* See Note 9 - Acquisitions for a description of the arrangements.
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS (Tables)
 6 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Asset Balances and Goodwill
Intangible asset balances and goodwill consisted of the following:
As of December 31, 2024
Weighted Average Remaining Useful Life (Years)
($ in thousands)GrossAccumulated AmortizationNet
Intangible assets:
Brand and trade names$2,510 (2,075)435 1.8
Developed technology22,882 (14,467)8,415 3.6
Customer relationships27,186 (11,020)16,166 8.5
Total intangible assets$52,578 $(27,562)$25,016 6.7
Goodwill$102,292 $— $102,292 Indefinite
As of June 30, 2024Weighted Average Useful Life (Years)
($ in thousands)GrossAccumulated AmortizationNet
Intangible assets:
Brand and trade names$2,361 $(1,852)$509 1.6
Developed technology20,062 (13,304)6,758 3.6
Customer relationships27,024 (9,665)17,359 8.8
Total intangible assets$49,447 $(24,821)$24,626 7.2
Goodwill$94,903 $— $94,903 Indefinite
v3.25.0.1
ACQUISITIONS (Tables)
 6 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisition
The following table summarizes the estimated fair value assigned to the assets acquired and liabilities assumed:

($ in thousands)Amount
Cash and cash equivalents$284 
Accounts receivable94 
Inventory42 
Prepaid expenses14 
Property and equipment67 
Operating lease right-of-use assets244 
Intangible assets3,303 
Total identifiable assets acquired4,048 
Accounts payable(71)
Accrued expenses(152)
Operating lease liability(244)
Total liabilities assumed(467)
Total identifiable net assets3,581 
Goodwill7,793 
Fair value of total considerations transferred$11,374 
The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed:

($ in thousands)Amount
Cash and cash equivalents$84 
Property and equipment
1,136 
Intangible assets1,750 
Other assets486 
Total identifiable assets acquired3,456 
Accounts payable
(691)
Other liabilities(52)
Total liabilities assumed(743)
Total identifiable net assets2,713 
Goodwill2,000 
Fair value of total considerations transferred$4,713 
v3.25.0.1
REVENUES (Tables)
 6 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
Based on similar operational characteristics, the Company's revenues are disaggregated as follows:
Three months ended
December 31,		Six months ended
December 31,
($ in thousands)2024202320242023
Transaction fees$44,392 $37,892 $87,995 $74,922 
Subscription fees20,694 18,137 40,882 36,242 
Subscription and transaction fees65,086 56,029 128,877 111,164 
Equipment sales8,636 9,330 15,681 16,878 
Total revenues$73,722 $65,359 $144,558 $128,042 
Schedule of Operating Lease, Lease Income
The Company's revenues earned under ASC Topic 842 are as follows:
Three months ended
December 31,		Six months ended
December 31,
($ in thousands)2024202320242023
Operating leases
$2,190 $2,032 $4,508 $4,023 
Sales-type leases294 420 934 1,111 
Total lease revenues
$2,484 $2,452 $5,442 $5,134 
Schedule of Contract Liabilities
The Company's contract liability (i.e., deferred revenue) balances are as follows:
Three months ended
December 31,
($ in thousands)20242023
Deferred revenue, beginning of the period$1,471 $1,940 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period(211)(150)
Additions (reversals)96 (2)
Deferred revenue, end of the period$1,356 $1,788 
Six months ended
December 31,
($ in thousands)20242023
Deferred revenue, beginning of the period$1,726 $1,666 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period(515)(242)
Additions145 364 
Deferred revenue, end of the period$1,356 $1,788 
Schedule of Lessor Operating Lease Maturity The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied as of December 31, 2024:
($ in thousands)As of December 31, 2024
Remainder of fiscal year 2025$2,932 
20264,205 
20271,355 
2028115 
     Total$8,607 
v3.25.0.1
STOCK-BASED COMPENSATION (Tables)
 6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Stock Options Granted, Weighted Average Assumptions
The fair value of options granted during the six months ended December 31, 2024 and 2023 were determined using the following assumptions and includes only options with an established grant date under ASC 718:
Six months ended December 31,
20242023
Expected volatility (percent)
50.5%
61.3% - 69.7%
Weighted average expected life (years)
4.5
4.2 - 4.5
Dividend yield (percent)0.0 %0.0 %
Risk-free interest rate (percent)
3.4%
4.2% - 4.3%
Number of options granted20,000 125,000 
Weighted average exercise price$6.35 $7.11 
Weighted average grant date fair value$2.88 $4.34 
v3.25.0.1
EARNINGS PER SHARE CALCULATION (Tables)
 6 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Loss per Share The calculation of basic and diluted earnings per share is presented below:
Three months ended December 31,
($ in thousands, except per share data)20242023
Numerator for basic and diluted earnings per share
Net income$4,974 3,124
Preferred dividends—— 
Net income applicable to common shareholders$4,974 $3,124 
Denominator for basic earnings per share - Weighted average shares outstanding73,114,387 72,743,162 
Effect of dilutive potential common shares1,619,221 1,170,437 
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding74,733,608 73,913,599 
Basic earnings per share$0.07 $0.04 
Diluted earnings per share$0.07 $0.04 
Six months ended December 31,
($ in thousands, except per share data)20242023
Numerator for basic and diluted earnings per share
Net income$8,546 5,131
Preferred dividends(289)(289)
Net income applicable to common shareholders$8,257 $4,842 
Denominator for basic earnings per share - Weighted average shares outstanding73,091,622 72,730,563 
Effect of dilutive potential common shares1,267,095 1,204,354 
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding74,358,717 73,934,917 
Basic earnings per share$0.11 $0.07 
Diluted earnings per share$0.11 $0.07 
v3.25.0.1
ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Receivables [Abstract]    
Accounts receivable, net $ 29,112 $ 43,848
v3.25.0.1
ACCOUNTS RECEIVABLE - Schedule of Rollforward of Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]        
Beginning balance. accounts receivable, allowance for credit loss, current $ 13,646 $ 13,442 $ 11,713 $ 10,815
Provision for expected losses 1,064 558 1,266 958
Write-offs (3,559) (354) (134) (60)
Ending balance. accounts receivable, allowance for credit loss, current $ 11,151 $ 13,646 $ 12,845 $ 11,713
v3.25.0.1
FINANCE RECEIVABLES - Narrative (Details) - USD ($)
$ in Millions
 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Receivables [Abstract]    
Finance receivables, lease term 60 months  
Financial receivable, write-offs $ 0.0 $ 0.0
v3.25.0.1
FINANCING RECEIVABLES - Schedule of Financing Receivable Credit Quality Indicators (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Financing Receivable, Credit Quality Indicator [Line Items]    
Up to 1 Year Ago $ 2,283 $ 2,263
Between 1 and 2 Years Ago 2,114 5,715
Between 2 and 3 Years Ago 6,664 5,479
Between 3 and 4 Years Ago 2,925 2,335
Between 4 and 5 Years Ago 676 892
More than 5 Years Ago 1,459 1,677
Total 16,121 18,361
Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Up to 1 Year Ago 2,205 2,199
Between 1 and 2 Years Ago 1,956 5,135
Between 2 and 3 Years Ago 5,374 4,668
Between 3 and 4 Years Ago 2,196 1,961
Between 4 and 5 Years Ago 374 456
More than 5 Years Ago 115 324
Total 12,220 14,743
30 days and under    
Financing Receivable, Credit Quality Indicator [Line Items]    
Up to 1 Year Ago 38 13
Between 1 and 2 Years Ago 39 67
Between 2 and 3 Years Ago 133 80
Between 3 and 4 Years Ago 98 85
Between 4 and 5 Years Ago 46 56
More than 5 Years Ago 12 42
Total 366 343
31 - 60 days    
Financing Receivable, Credit Quality Indicator [Line Items]    
Up to 1 Year Ago 13 8
Between 1 and 2 Years Ago 19 64
Between 2 and 3 Years Ago 78 58
Between 3 and 4 Years Ago 87 49
Between 4 and 5 Years Ago 45 47
More than 5 Years Ago 12 38
Total 254 264
61 - 90 days    
Financing Receivable, Credit Quality Indicator [Line Items]    
Up to 1 Year Ago 9 8
Between 1 and 2 Years Ago 13 62
Between 2 and 3 Years Ago 91 48
Between 3 and 4 Years Ago 35 32
Between 4 and 5 Years Ago 50 36
More than 5 Years Ago 30 38
Total 228 224
Greater than 90 days    
Financing Receivable, Credit Quality Indicator [Line Items]    
Up to 1 Year Ago 18 35
Between 1 and 2 Years Ago 87 387
Between 2 and 3 Years Ago 988 625
Between 3 and 4 Years Ago 509 208
Between 4 and 5 Years Ago 161 297
More than 5 Years Ago 1,290 1,235
Total $ 3,053 $ 2,787
v3.25.0.1
FINANCE RECEIVABLES - Schedule of Credit Loss (Details) - USD ($)
$ in Thousands
 3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Financing Receivable, Allowance for Credit Loss [Roll Forward]        
Financing receivable, allowance for credit loss, beginning balance $ 2,325 $ 1,934 $ 2,149 $ 2,098
Provision for expected losses 108 391 108 51
Financing receivable, allowance for credit loss, ending balance $ 2,433 $ 2,325 $ 2,257 $ 2,149
v3.25.0.1
FINANCE RECEIVABLES - Schedule of Finance Receivables Fiscal Years (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Receivables [Abstract]            
Remainder of 2025 $ 3,658          
2026 6,026          
2027 4,135          
2028 2,127          
2029 848          
Thereafter 122          
Total amounts to be collected 16,916          
Less: interest (795)          
Less: allowance for uncollectible receivables (2,433) $ (2,325) $ (1,934) $ (2,257) $ (2,149) $ (2,098)
Total finance receivables $ 13,688          
v3.25.0.1
LEASES - Schedule of Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Assets:    
Operating lease right-of-use assets $ 7,939 $ 7,986
Liabilities:    
Operating lease liabilities, accrued expenses $ 1,425 $ 1,320
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued Liabilities, Current Accrued Liabilities, Current
Other noncurrent liabilities $ 8,511 $ 8,457
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other noncurrent liabilities Other noncurrent liabilities
Total lease liabilities $ 9,936 $ 9,777
v3.25.0.1
LEASES - Schedule of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Supplemental cash flow information:    
Cash paid for amounts included in the measurement of operating lease liabilities $ 1,061 $ 1,220
Non-cash activity:    
Right-of-use assets obtained in exchange for new lease obligations $ 525 $ 6,657
v3.25.0.1
LEASES - Schedule of Maturities of Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Operating Leases    
Remainder of 2025 $ 875  
2026 2,409  
2027 1,958  
2028 1,453  
2029 1,489  
Thereafter 5,720  
Total lease payments 13,904  
Less: Imputed interest (3,968)  
Present value of lease liabilities $ 9,936 $ 9,777
v3.25.0.1
LEASES - Schedule of Property and Equipment Costs (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Leases [Abstract]    
Cost $ 32,914 $ 32,513
Accumulated depreciation (25,757) (24,742)
Net $ 7,157 $ 7,771
v3.25.0.1
LEASES - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]        
Operating leases $ 2,190 $ 2,032 $ 4,508 $ 4,023
v3.25.0.1
DEBT AND OTHER FINANCING ARRANGEMENTS - Schedule of Debt and Other Financing Arrangement Summary (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Debt Instrument [Line Items]    
Less: unamortized issuance costs and debt discount $ (75) $ (109)
Total 37,012 37,550
Less: debt and other financing arrangements, current (1,458) (1,266)
Debt and other financing arrangements, noncurrent 35,554 36,284
Line of Credit | JP Morgan Credit Facility | Revolving Credit Facility    
Debt Instrument [Line Items]    
Long-term debt, gross 37,063 37,625
Other obligations    
Debt Instrument [Line Items]    
Long-term debt, gross $ 24 $ 34
v3.25.0.1
DEBT AND OTHER FINANCING ARRANGEMENTS - Narrative (Details) - Line of Credit
$ in Millions
Dec. 01, 2022
USD ($)
Dec. 31, 2024
Mar. 17, 2022
USD ($)
2022 JPMorgan Revolving Credit Facility      
Debt Instrument [Line Items]      
Debt, weighted average interest rate   8.70%  
2022 JPMorgan Revolving Credit Facility | Period One      
Debt Instrument [Line Items]      
Adjusted quick ratio, maximum     3.00
2022 JPMorgan Revolving Credit Facility | Period Two      
Debt Instrument [Line Items]      
Adjusted quick ratio, maximum     4.00
Revolving Credit Facility | 2022 JPMorgan Revolving Credit Facility      
Debt Instrument [Line Items]      
Maximum borrowing capacity     $ 15
Proceeds from revolving credit facility $ 15    
Term Facility | 2022 JPMorgan Revolving Credit Facility      
Debt Instrument [Line Items]      
Proceeds from issuance of other long-term debt 25    
Proceeds from revolving credit facility $ 10    
Term Facility | 2022 JPMorgan Secured Term Facility      
Debt Instrument [Line Items]      
Maximum borrowing capacity     $ 25
v3.25.0.1
ACCRUED EXPENSES (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Payables and Accruals [Abstract]    
Sales tax $ 11,780 $ 12,070
Accrued compensation and related sales commissions 2,827 4,061
Operating lease liabilities - current 1,425 1,320
Accrued professional fees 2,798 4,336
Consideration withheld for acquisitions - current 1,442 1,370
Accrued other 646 851
Total accrued expenses $ 20,918 $ 24,008
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortizable Intangible Asset (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross $ 52,578 $ 49,447
Accumulated Amortization (27,562) (24,821)
Net $ 25,016 $ 24,626
Weighted Average Remaining Useful Life (Years) 6 years 8 months 12 days 7 years 2 months 12 days
Goodwill, Gross $ 102,292 $ 94,903
Goodwill, Net 102,292 94,903
Brand and trade names    
Finite-Lived Intangible Assets [Line Items]    
Gross 2,510 2,361
Accumulated Amortization (2,075) (1,852)
Net $ 435 $ 509
Weighted Average Remaining Useful Life (Years) 1 year 9 months 18 days 1 year 7 months 6 days
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross $ 22,882 $ 20,062
Accumulated Amortization (14,467) (13,304)
Net $ 8,415 $ 6,758
Weighted Average Remaining Useful Life (Years) 3 years 7 months 6 days 3 years 7 months 6 days
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross $ 27,186 $ 27,024
Accumulated Amortization (11,020) (9,665)
Net $ 16,166 $ 17,359
Weighted Average Remaining Useful Life (Years) 8 years 6 months 8 years 9 months 18 days
v3.25.0.1
GOODWILL AND INTANGIBLES - Narrative (Details)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
reporting_unit
Dec. 31, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense of acquired intangible assets $ 1.5 $ 1.4 $ 2.7 $ 3.0
Number of reporting units | reporting_unit     1  
Goodwill impairment     $ 0.0 $ 0.0
v3.25.0.1
ACQUISITIONS - Narrative (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Sep. 05, 2024
USD ($)
trading_day
Feb. 01, 2024
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2027
USD ($)
Sep. 30, 2026
USD ($)
Sep. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Business Acquisition [Line Items]                    
Business combination, contingent consideration, liability, current     $ 1,442   $ 1,442         $ 1,370
Goodwill     102,292   102,292         $ 94,903
Integration and acquisition expenses     44 $ 93 241 $ 171        
Acquisition of business, net of cash acquired         9,761 $ 0        
SB Software                    
Business Acquisition [Line Items]                    
Business combination, consideration transferred $ 11,400                  
Cash payment to acquire business 10,000                  
Business combination, contingent consideration, liability, present value 1,400                  
Business combination, contingent consideration, liability $ 3,300                  
Business combination, number of trading days | trading_day 10                  
Business combination, contingent consideration, liability, current     500   500          
Business combination, contingent consideration, liability, noncurrent     $ 800   $ 800          
Goodwill $ 7,793                  
SB Software | Developed technology                    
Business Acquisition [Line Items]                    
Intangible assets acquired $ 3,000                  
Weighted average useful life 5 years                  
SB Software | Customer relationships                    
Business Acquisition [Line Items]                    
Intangible assets acquired $ 200                  
Weighted average useful life 3 years                  
SB Software | Trade names                    
Business Acquisition [Line Items]                    
Intangible assets acquired $ 100                  
Weighted average useful life 3 years                  
SB Software | Forecast                    
Business Acquisition [Line Items]                    
Business combination, contingent consideration, liability             $ 1,000 $ 1,000 $ 1,300  
Cheq Lifestyle Technology, Inc.                    
Business Acquisition [Line Items]                    
Business combination, consideration transferred   $ 4,700                
Goodwill   2,000                
Other payments to acquire businesses   1,100                
Acquisition of business, net of cash acquired   900                
Cheq Lifestyle Technology, Inc. | Developed technology                    
Business Acquisition [Line Items]                    
Intangible assets acquired   $ 1,400                
Weighted average useful life   5 years                
Cheq Lifestyle Technology, Inc. | Customer relationships                    
Business Acquisition [Line Items]                    
Intangible assets acquired   $ 200                
Weighted average useful life   3 years                
Cheq Lifestyle Technology, Inc. | Trade names                    
Business Acquisition [Line Items]                    
Intangible assets acquired   $ 200                
Weighted average useful life   3 years                
v3.25.0.1
ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 05, 2024
Jun. 30, 2024
Feb. 01, 2024
Business Acquisition [Line Items]        
Goodwill $ 102,292   $ 94,903  
SB Software        
Business Acquisition [Line Items]        
Cash and cash equivalents   $ 284    
Accounts receivable   94    
Inventory   42    
Prepaid expenses   14    
Property and equipment   67    
Operating lease right-of-use assets   244    
Intangible assets   3,303    
Total identifiable assets acquired   4,048    
Accounts payable   (71)    
Accrued expenses   (152)    
Operating lease liability   (244)    
Total liabilities assumed   (467)    
Total identifiable net assets   3,581    
Goodwill   7,793    
Fair value of total considerations transferred   $ 11,374    
Cheq Lifestyle Technology, Inc.        
Business Acquisition [Line Items]        
Cash and cash equivalents       $ 84
Property and equipment       1,136
Intangible assets       1,750
Other assets       486
Total identifiable assets acquired       3,456
Accounts payable       (691)
Other liabilities       (52)
Total liabilities assumed       (743)
Total identifiable net assets       2,713
Goodwill       2,000
Fair value of total considerations transferred       $ 4,713
v3.25.0.1
REVENUES - Schedule of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]        
Revenues: $ 73,722 $ 65,359 $ 144,558 $ 128,042
Subscription and transaction fees        
Disaggregation of Revenue [Line Items]        
Revenues: 65,086 56,029 128,877 111,164
Transaction fees        
Disaggregation of Revenue [Line Items]        
Revenues: 44,392 37,892 87,995 74,922
Subscription fees        
Disaggregation of Revenue [Line Items]        
Revenues: 20,694 18,137 40,882 36,242
Equipment sales        
Disaggregation of Revenue [Line Items]        
Revenues: $ 8,636 $ 9,330 $ 15,681 $ 16,878
v3.25.0.1
REVENUES - Schedule of Operating Lease, Lease Income (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]        
Operating leases $ 2,190 $ 2,032 $ 4,508 $ 4,023
Sales-type leases 294 420 934 1,111
Total lease revenues $ 2,484 $ 2,452 $ 5,442 $ 5,134
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] Revenue from Contract with Customer, Excluding Assessed Tax Revenue from Contract with Customer, Excluding Assessed Tax Revenue from Contract with Customer, Excluding Assessed Tax Revenue from Contract with Customer, Excluding Assessed Tax
v3.25.0.1
REVENUES - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]          
Contract with customer, asset, after allowance for credit loss $ 2.4   $ 2.4   $ 2.6
Capitalized costs, amortization 0.2 $ 0.2 0.5 $ 0.5  
Prepaid expenses and other current assets          
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]          
Capitalized costs 1.0   1.0   0.9
Other noncurrent assets          
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]          
Capitalized costs $ 2.3   $ 2.3   $ 2.4
v3.25.0.1
REVENUES - Schedule of Contract Liability (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Contract with Customer, Liability, Current [Roll Forward]        
Deferred revenue, beginning of the period $ 1,471 $ 1,940 $ 1,726 $ 1,666
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period (211) (150) (515) (242)
Additions (reversals) 96 (2) 145 364
Deferred revenue, end of the period $ 1,356 $ 1,788 $ 1,356 $ 1,788
v3.25.0.1
REVENUES - Schedule of Performance Obligations (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligation $ 8,607
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligation $ 2,932
Performance obligation, period 6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligation $ 4,205
Performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligation $ 1,355
Performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance obligation $ 115
Performance obligation, period
v3.25.0.1
STOCK-BASED COMPENSATION - Schedule of Fair Value of Options (Details) - Stock options - $ / shares
 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Minimum expected volatility (percent) 50.50% 61.30%
Maximum expected volatility (percent)   69.70%
Dividend yield (percent) 0.00% 0.00%
Minimum risk-free interest rate (percent) 3.40% 4.20%
Maximum risk-free interest rate (percent)   4.30%
Number of options granted (in shares) 20,000 125,000
Weighted average exercise price (in dollars per share) $ 6.35 $ 7.11
Weighted average grant date fair value (in dollars per share) $ 2.88 $ 4.34
Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Weighted average expected life (years) 4 years 6 months 4 years 2 months 12 days
Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Weighted average expected life (years)   4 years 6 months
v3.25.0.1
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation     $ 1,830 $ 3,043
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation $ 200 $ 700 $ 700 1,800
Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     3 years  
Stock-based compensation 700 $ 600 $ 1,100 $ 1,100
Performance Shares        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     3 years  
Stock-based compensation $ 100   $ 100  
v3.25.0.1
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]        
Estimated annual effective income tax rate reconciliation, percent 5.00%   5.00%  
Income tax provision $ 395 $ 81 $ 573 $ 162
Unrecognized income tax benefit $ 700 $ 700 $ 700 $ 700
v3.25.0.1
EARNINGS PER SHARE CALCULATION - Schedule of Calculation of Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Numerator for basic and diluted earnings per share            
Net income $ 4,974 $ 3,572 $ 3,124 $ 2,007 $ 8,546 $ 5,131
Preferred dividends 0   0   (289) (289)
Net income applicable to common shares 4,974   3,124   8,257 4,842
Net income applicable to common shares $ 4,974   $ 3,124   $ 8,257 $ 4,842
Denominator for basic earnings per share - Weighted average shares outstanding (in shares) 73,114,387   72,743,162   73,091,622 72,730,563
Effect of dilutive potential common shares (in shares) 1,619,221   1,170,437   1,267,095 1,204,354
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding (in shares) 74,733,608   73,913,599   74,358,717 73,934,917
Basic earnings per share (in dollars per share) $ 0.07   $ 0.04   $ 0.11 $ 0.07
Diluted earnings per share (in dollars per share) $ 0.07   $ 0.04   $ 0.11 $ 0.07
v3.25.0.1
EARNINGS PER SHARE CALCULATION - Narrative (Details) - shares
shares in Millions
 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Earnings Per Share [Abstract]    
Antidilutive shares excluded from the calculation of diluted earnings per shares (in shares) 1.5 1.0
v3.25.0.1
RELATED PARTY TRANSACTIONS (Details) - USD ($)
$ in Millions
 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Related Party Transactions [Abstract]    
Cost of subscription and transaction fees $ 0.1 $ 0.1
v3.25.0.1
SUBSEQUENT EVENTS (Details) - USD ($)
$ in Thousands
Feb. 11, 2025
Jan. 31, 2025
Dec. 31, 2024
Jun. 30, 2024
Subsequent Event [Line Items]        
Long-term debt     $ 37,012 $ 37,550
2025 Credit Facility | Line of Credit | Subsequent Event        
Subsequent Event [Line Items]        
Maximum borrowing capacity   $ 100,000    
Adjusted quick ratio, maximum   4.00    
2025 Credit Facility | Line of Credit | Subsequent Event | Period One        
Subsequent Event [Line Items]        
Adjusted quick ratio, maximum   3.50    
2025 JPMorgan Secured Term Facility | Line of Credit | Subsequent Event        
Subsequent Event [Line Items]        
Long-term debt   $ 37,300    
Revolving Credit Facility | 2025 Credit Facility | Line of Credit | Subsequent Event | Period Two        
Subsequent Event [Line Items]        
Adjusted quick ratio, minimum   1.15    
Revolving Credit Facility | 2025 Credit Facility | Line of Credit | Subsequent Event | Base Rate        
Subsequent Event [Line Items]        
Variable rate 1.75%      
Revolving Credit Facility | 2025 Credit Facility | Line of Credit | Subsequent Event | Secured Overnight Financing Rate (SOFR)        
Subsequent Event [Line Items]        
Variable rate 2.75%      
Revolving Credit Facility | 2025 Credit Facility | Line of Credit | Subsequent Event | Minimum | Base Rate        
Subsequent Event [Line Items]        
Variable rate   1.75%    
Revolving Credit Facility | 2025 Credit Facility | Line of Credit | Subsequent Event | Minimum | Secured Overnight Financing Rate (SOFR)        
Subsequent Event [Line Items]        
Variable rate   2.75%    
Revolving Credit Facility | 2025 Credit Facility | Line of Credit | Subsequent Event | Maximum | Base Rate        
Subsequent Event [Line Items]        
Variable rate   2.50%    
Revolving Credit Facility | 2025 Credit Facility | Line of Credit | Subsequent Event | Maximum | Secured Overnight Financing Rate (SOFR)        
Subsequent Event [Line Items]        
Variable rate   3.50%    
Revolving Credit Facility | 2025 JPMorgan Secured Term Facility | Line of Credit | Subsequent Event        
Subsequent Event [Line Items]        
Maximum borrowing capacity   $ 30,000    
Revolving Credit Facility | 2025 JPMorgan Revolving Credit Facility | Line of Credit | Subsequent Event        
Subsequent Event [Line Items]        
Interest rate, increase 2.00%      
Debt instrument, transaction and legal fee amount   600    
Revolving Credit Facility | 2025 JPMorgan Revolving Credit Facility | Line of Credit | Subsequent Event | Minimum        
Subsequent Event [Line Items]        
Commitment fee 0.25%      
Revolving Credit Facility | 2025 JPMorgan Revolving Credit Facility | Line of Credit | Subsequent Event | Maximum        
Subsequent Event [Line Items]        
Commitment fee 0.40%      
Term Facility | 2025 JPMorgan Secured Term Facility | Line of Credit | Subsequent Event        
Subsequent Event [Line Items]        
Maximum borrowing capacity   $ 40,000    
Long-term debt, maturity, payable due year one and year two   5.00%    
Long-term debt, maturity, payable due year three and year four   7.50%    
Long-term debt, maturity, payable due year five   10.00%    
Delayed Draw Term Loan Facility | 2025 JPMorgan Secured Term Facility | Line of Credit | Subsequent Event        
Subsequent Event [Line Items]        
Maximum borrowing capacity   $ 30,000    
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