Cantaloupe, Inc.NASDAQ: CTLP

USA Technologies Reports Fourth Quarter and Fiscal Year 2020 Results

· Issued by Cantaloupe, Inc. via Business Wire

MALVERN, Pa.--(BUSINESS WIRE)-- USA Technologies, Inc. (OTC:USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today reported results for the fourth quarter and fiscal year 2020 ended June 30, 2020.

“We have worked very hard this quarter to put all the pieces in place that are necessary to move the company forward towards delivering the right financial results and growing the core business,” said Sean Feeney, Chief Executive Officer, USA Technologies. “Despite the fact that COVID-19 is still having an impact, we have been able to control costs, and make organizational and operational changes needed to position USAT for long-term growth and profitability. With a completely new executive team now in place, a reorganized business structure, a realigned salesforce and redesigned customer service team, as well as a stronger capital structure, we have an unbelievable opportunity to build something great on this strong foundation during fiscal year 2021, and beyond.”

Fourth Quarter Financial Highlights:

  • Revenue of $32.6 million, decreased 15.2% year-over-year
    • License and transaction fee revenue of $27.8 million, decreased 15.6% year-over-year
    • Equipment revenue of $4.8 million, decreased 13.0% year-over-year
  • Net new connections of 35,000 bring total connections to 1,320,000
  • Gross margin of 34.0% compared with 25.3% in the prior year period
    • License and transaction gross margin of 42.3% increased from 33.8% in the prior year period
    • Equipment gross margin of (14.1)% compared with (25.6)% in the prior year period
  • Operating loss of $(10.4) million compared to operating loss of $(9.5) million in the prior year period
  • Net loss applicable to common shares of $(11.4) million, or $(0.18) per basic share compared to net loss of $(9.9) million, or $(0.16) per basic share in the prior year period
  • EBITDA* of $(8.6) million compared to $(7.9) million in the prior year period
  • Adjusted EBITDA* of $(0.1) million compared to $(4.6) million in the prior year period

Fiscal Year 2020 Financial Highlights:

  • Revenue of $163.2 million, increased 12.9% year-over-year
    • License and transaction fee revenue of $133.2 million, increased 8.3% year-over-year
    • Equipment revenue of $30.0 million, increased 39.1% year-over-year
  • Added approximately 3,600 new customers and ended the year with approximately 23,000 total customers
  • Gross margins of 28.4% increased from 27.8% in fiscal year 2019
    • License and transaction gross margin of 37.7% increased from 34.9% in fiscal year 2019
    • Equipment gross margin of (13.1)% decreased from (12.7)% in fiscal year 2019
  • Operating loss of $(39.6) million compared to $(28.2) million in fiscal year 2019
  • Net loss applicable to common shares of $(41.3) million, or $(0.66) per share compared to $(30.6) million, or $(0.51) per share in fiscal year 2019
  • EBITDA* of $(32.6) million compared to $(20.7) million in fiscal year 2019
  • Adjusted EBITDA* of $(8.3) million, compared to $(1.5) million in fiscal year 2019
  • Ended the year with $31.7 million in cash and cash equivalents

Subsequent Events:

On August 14, 2020, the Company repaid all amounts outstanding to Antara Capital Master Fund LP under a senior secured term loan facility and entered into a credit agreement with JPMorgan Chase Bank, N.A. (the “Credit Agreement”). The Credit Agreement provides for a $5 million secured revolving credit facility and a $15 million secured term facility, which includes an uncommitted expansion feature that allows the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $5 million.

Fiscal Year 2021 Outlook:

For full fiscal year 2021, the Company expects revenue to be between $170 million to $180 million and Adjusted EBITDA to be between $2 million and $5 million. *Note: EBITDA and Adjusted EBITDA are non-GAAP measures. See discussion of non-GAAP measures below.

“Our outlook for fiscal year 2021 anticipates that the first half of the year will continue to be impacted by the COVID-19 pandemic and we will also be continuing to turnaround the business. The fiscal year 2021 plan anticipates that, for the second half of the fiscal year, the environment will be more amenable in terms of office/school/hotel traffic and that we will have made significant progress on the business turnaround,” said Wayne Jackson, Chief Financial Officer, USA Technologies.

Webcast and Conference Call

USA Technologies will host a conference call and webcast at 4:30 p.m. Eastern Time today. To participate in the conference call, please dial (866) 433-2471 approximately 10 minutes prior to the call. International callers should dial (224) 357-2186. Please reference conference ID # 6485605. A live webcast of the conference call will be available at https://usatechnologiesinc.gcs-web.com/events-and-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

A telephone replay of the conference call will be available from 7:30 p.m. Eastern Time on September 10, 2020 until 7:30 p.m. Eastern Time on September 13, 2020 and may be accessed by calling +1 (855) 859-2056 (domestic dial-in) or +1 (404) 537-3406 (international dial-in) and reference conference ID #6485605.

An archived replay of the conference call will also be available in the investor relations section of the company's website.

About USA Technologies

USA Technologies, Inc. is a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market. USAT is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and back-office management. The Company’s enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies, to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.

Discussion of Non-GAAP Financial Measures:

This press release contains discussion of adjusted EBITDA, a non-GAAP financial measure which is not required or defined under GAAP (Generally Accepted Accounting Principles). Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Reconciliations between non-GAAP financial measures and the most comparable GAAP financial measures are set forth below in Financial Schedule D.

The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income or net loss of USAT or net cash provided by (used in) operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with USAT's net income or net loss as determined in accordance with GAAP and are not a substitute for or a measure of the Company’s profitability or net earnings. These non-GAAP financial measures are not required by or defined under GAAP and may be materially different from the non-GAAP financial measures used by other companies. USAT has provided below in Financial Schedule D the reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

As used herein, Adjusted EBITDA represents net income (loss) before interest income, interest expense, income taxes, depreciation, amortization, non-recurring fees and charges that were incurred in connection with the acquisition and integration of businesses, non-recurring fees and charges that were incurred in connection with the Audit Committee investigation conducted in fiscal year 2019 and financial statement restatement activities as well as proxy solicitation costs, and stock-based compensation expense.

We have excluded the non-cash expense, stock-based compensation, as it does not reflect our cash-based operations. We have excluded the non-recurring costs and expenses incurred in connection with business acquisitions in order to allow more accurate comparison of the financial results to historical operations. We have excluded the professional fees incurred in connection with the non-recurring costs and expenses related to the Audit Committee investigation conducted in fiscal year 2019, financial statement restatement activities, and proxy solicitation costs because we believe that they represent charges that are not related to our operations. Adjusted EBITDA is presented because we believe it is useful to investors as a measure of comparative operating performance. Additionally, the Company utilizes Adjusted EBITDA as a metric in its executive officer and management incentive compensation plans.

Forward-looking Statements:

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this release, including without limitation the business strategy and the plans and objectives of USAT's management for future operations, are forward-looking statements. When used in this release, words such as "anticipate," "believe," "estimate," "expect," "intend," and similar expressions, as they relate to USAT or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of USAT's management, as well as assumptions made by and information currently available to USAT's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, the ability of management to accurately predict or forecast future financial results, including earnings or taxable income of USAT; the incurrence by USAT of any unanticipated or unusual non-operational expenses which would require us to divert our cash resources from achieving our business plan; the ability of USAT to retain key customers from whom a significant portion of its revenues is derived; the ability of USAT to compete with its competitors to obtain market share; whether USAT's customers continue to utilize USAT's transaction processing and related services, as our customer agreements are generally cancelable by the customer on thirty to sixty days' notice; the risk associated with the currently pending litigation or possible regulatory action arising from the internal investigation and its findings, from the failure to timely file its periodic reports with the Securities and Exchange Commission, from the restatement of the affected financial statements, from allegations related to the registration statement for the follow-on public offering, or from potential litigation or other claims arising from the shareholder demands for derivative actions; whether the application by USAT to relist its securities on The Nasdaq Stock Market LLC (“Nasdaq”) will be granted by Nasdaq or granted in a timely manner; the uncertainties associated with COVID-19, including its effects on the Company’s operations, financial condition, and the demand for the Company’s products and services; failure to comply with the financial covenants of our credit agreement with JPMorgan Chase Bank, N.A. entered into on August 14, 2020; failure to otherwise raise additional capital from other lenders or investors as needed; or whether USAT's current or future customers purchase, lease, rent or utilize ePort devices or our other products in the future at levels currently anticipated by USAT. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us in this release speaks only as of the date of this release. Unless required by law, USAT does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

-F--USAT

USA Technologies, Inc.

Consolidated Balance Sheets

 

As of June 30,

($ in thousands, except per share data)

2020

2019

Assets

Current assets:

Cash and cash equivalents

$

31,713

$

27,464

Accounts receivable, less allowance of $7,676 and $4,866, respectively

17,273

21,906

Finance receivables, net

7,468

6,727

Inventory, net

9,128

11,273

Prepaid expenses and other current assets

1,782

1,558

Total current assets

67,364

68,928

Non-current assets:

Finance receivables due after one year, net

11,213

12,642

Other assets

1,993

2,099

Property and equipment, net

7,872

9,590

Operating lease right-of-use assets

5,603

—

Intangibles, net

23,033

26,171

Goodwill

63,945

63,945

Total non-current assets

113,659

114,447

Total assets

$

181,023

$

183,375

Liabilities, convertible preferred stock and shareholders’ equity

Current liabilities:

Accounts payable

$

27,058

$

27,584

Accrued expenses

30,265

23,705

Finance lease obligations and current obligations under long-term debt

3,328

12,497

Deferred revenue

1,698

1,681

Total current liabilities

62,349

65,467

Long-term liabilities:

Deferred income taxes

137

71

Finance lease obligations and long-term debt, less current portion

12,435

276

Operating lease liabilities, non-current

4,749

—

Total long-term liabilities

17,321

347

Total liabilities

$

79,670

$

65,814

Commitments and contingencies (Note 19)

Convertible preferred stock:

Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preferences of $20,779 and $20,111 at June 30, 2020 and 2019, respectively

3,138

3,138

Shareholders’ equity:

Preferred stock, no par value, 1,800,000 shares authorized, no shares issued

—

—

Common stock, no par value, 640,000,000 shares authorized, 65,196,882 and 60,008,481 shares issued and outstanding at June 30, 2020 and 2019, respectively

401,240

376,853

Accumulated deficit

(303,025

)

(262,430

)

Total shareholders’ equity

98,215

114,423

Total liabilities, convertible preferred stock and shareholders’ equity

$

181,023

$

183,375

USA Technologies, Inc.

Consolidated Statements of Operations

 

Year ended June 30,

($ in thousands, except per share data)

2020

2019

2018

Revenue:

License and transaction fees

$

133,167

$

122,908

$

96,872

Equipment sales

29,986

21,558

35,636

Total revenue

163,153

144,466

132,508

Costs of sales:

Cost of services

82,980

79,980

61,175

Cost of equipment

33,900

24,301

35,657

Total costs of sales

116,880

104,281

96,832

Gross profit

46,273

40,185

35,676

Operating expenses:

Selling, general and administrative

60,266

46,527

34,647

Investigation, proxy solicitation and restatement expenses

21,292

16,073

—

Integration and acquisition costs

—

1,338

7,048

Depreciation and amortization

4,307

4,430

3,204

Total operating expenses

85,865

68,368

44,899

Operating loss

(39,592

)

(28,183

)

(9,223

)

Other income (expense):

Interest income

1,595

1,555

943

Interest expense

(2,597

)

(2,992

)

(3,105

)

Total other expense, net

(1,002

)

(1,437

)

(2,162

)

Loss before income taxes

(40,594

)

(29,620

)

(11,385

)

Benefit (provision) for income taxes

(1

)

(262

)

101

Net loss

(40,595

)

(29,882

)

(11,284

)

Preferred dividends

(668

)

(668

)

(668

)

Net loss applicable to common shares

$

(41,263

)

$

(30,550

)

$

(11,952

)

Net loss per common share

Basic

$

(0.66

)

$

(0.51

)

$

(0.23

)

Diluted

$

(0.66

)

$

(0.51

)

$

(0.23

)

Weighted average number of common shares outstanding

Basic

62,980,193

60,061,243

51,840,518

Diluted

62,980,193

60,061,243

51,840,518

USA Technologies, Inc.

Consolidated Statements of Cash Flows

 

Year ended June 30,

($ in thousands)

2020

2019

2018

OPERATING ACTIVITIES:

Net loss

$

(40,595

)

$

(29,882

)

$

(11,284

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Non-cash stock-based compensation

3,029

1,750

1,794

(Gain) loss on disposal of property and equipment

335

672

(131

)

Non-cash interest and amortization of debt discount

1,283

301

140

Reimbursement of shareholder proxy solicitation costs

4,500

—

—

Bad debt expense

2,958

2,534

471

Provision for inventory reserve

681

3,172

1,467

Depreciation and amortization included in operating expenses

4,307

4,430

3,204

Depreciation included in cost of sales for rentals

2,710

3,074

4,625

Non-cash lease expense

1,698

—

—

Excess tax benefits

—

—

67

Deferred income taxes, net

70

(7

)

(183

)

Changes in operating assets and liabilities:

Accounts receivable

1,818

(8,706

)

(6,234

)

Finance receivables

547

(669

)

2,228

Sale of finance receivables

—

—

2,280

Inventory

1,463

(5,607

)

(3,661

)

Prepaid expenses and other current assets

(563

)

(395

)

377

Accounts payable and accrued expenses

2,988

1,293

16,920

Operating lease liabilities

(1,384

)

—

—

Deferred revenue

16

(132

)

351

Net cash (used in) provided by operating activities

(14,139

)

(28,172

)

12,431

INVESTING ACTIVITIES:

Purchase of property and equipment

(2,538

)

(4,875

)

(3,978

)

Proceeds from sale of property and equipment

44

116

298

Cash paid for acquisitions, net of cash acquired

—

—

(65,181

)

Net cash used in investing activities

(2,494

)

(4,759

)

(68,861

)

FINANCING ACTIVITIES:

Proceeds from collateralized borrowing from the transfer of finance receivables

—

—

1,075

Cash used in retirement of common stock

—

(81

)

(552

)

Proceeds from exercise of common stock options

192

42

141

Proceeds from long-term debt issuance by Antara

14,248

—

—

Proceeds from equity issuance by Antara

17,879

—

—

Proceeds from PPP Loan

3,065

—

—

Cash used for repurchase of common stock awards

—

(120

)

—

Payment of debt issuance costs

(1,980

)

(156

)

(445

)

Proceeds from issuance of long-term debt

—

—

25,100

Proceeds from revolving credit facility

—

—

12,500

Repayment of revolving credit facility

(10,000

)

—

(2,500

)

Issuance of common stock in public offering, net

—

—

104,796

Repayment of line of credit

—

—

(7,111

)

Repayment of finance lease obligations and long-term debt

(2,522

)

(23,254

)

(5,355

)

Net cash (used in) provided by financing activities

20,882

(23,569

)

127,649

Net increase (decrease) in cash and cash equivalents

4,249

(56,500

)

71,219

Cash and cash equivalents at beginning of year

27,464

83,964

12,745

Cash and cash equivalents at end of year

$

31,713

$

27,464

$

83,964

Supplemental disclosures of cash flow information:

Interest paid in cash

$

1,314

$

2,793

$

2,878

Supplemental disclosures of noncash financing and investing activities:

Equity issued in connection with Cantaloupe acquisition, net of post-working capital adjustment for retired shares

$

—

$

—

$

23,279

Settlement of collateralized borrowing from the sale of finance receivables

$

—

$

—

$

987

Equipment and software acquired under finance lease

$

12

$

5

$

217

Reconciliation of Net Loss to Adjusted EBITDA

 

Year ended June 30,

($ in thousands)

2020

2019

2018

Net loss

$

(40,595

)

$

(29,882

)

$

(11,284

)

Less: interest income

(1,595

)

(1,555

)

(943

)

Plus: interest expense

2,597

2,992

3,105

Plus (less): income tax provision (benefit)

1

262

(101

)

Plus: depreciation expense included in cost of sales for rentals

2,711

3,074

4,625

Plus: depreciation and amortization expense in operating expenses

4,307

4,430

3,204

EBITDA

(32,574

)

(20,679

)

(1,394

)

Plus: stock-based compensation

3,029

1,750

1,794

Plus: investigation, proxy solicitation and restatement expenses

21,292

16,073

—

Plus: integration and acquisition costs

—

1,338

7,048

Adjustments to EBITDA

24,321

19,161

8,842

Adjusted EBITDA

$

(8,253

)

$

(1,518

)

$

7,448

Reconciliation of Net Loss to Adjusted EBITDA

 

Three months ended June 30,

($ in thousands)

2020

2019

Net loss

$

(11,414

)

$

(9,850

)

Less: interest income

(607

)

(310

)

Plus: interest expense

1,686

474

Plus (less): income tax provision (benefit)

(45

)

202

Plus: depreciation expense included in cost of sales for rentals

727

534

Plus: depreciation and amortization expense in operating expenses

1,098

1,071

EBITDA

(8,555

)

(7,879

)

Plus: stock-based compensation

576

357

Plus: investigation, proxy solicitation and restatement expenses

7,894

2,662

Plus: integration and acquisition costs

—

211

Adjustments to EBITDA

8,470

3,230

Adjusted EBITDA

$

(85

)

$

(4,649

)

During the fourth quarter of fiscal year 2020, the Company reclassified certain operating expenses previously reported in the first three quarters of fiscal year 2020 as Selling, general and administrative expenses to Investigation, proxy solicitation and restatement expenses. The reclassifications resulted from management’s conclusion that those operating expenses related to non-recurring professional services fees to assist the Company with accounting and compliance activities following the filing of the 2019 Form 10-K, as well as the proxy solicitation costs incurred in fiscal year 2020. These reclassifications did not affect total operating expenses or net income.

Operating expenses for each of the first three quarters of fiscal year 2020 are as follows, before the reclassifications:

Three months ended

($ in thousands)

September 30,

2019

December 31,

2019

March 31,

2020

Selling, general and administrative

$

18,107

$

18,700

$

20,069

Investigation and restatement expenses

3,565

738

—

Depreciation and amortization

1,022

1,080

1,107

Total operating expenses

$

22,694

$

20,518

$

21,176

Operating expenses for each of the first three quarters of fiscal year 2020 are as follows, after the reclassifications:

Three months ended

($ in thousands)

September 30,

2019

December 31,

2019

March 31,

2020

Selling, general and administrative

$

17,196

$

12,520

$

18,065

Investigation, proxy solicitation and restatement expenses

4,476

6,918

2,004

Depreciation and amortization

1,022

1,080

1,107

Total operating expenses

$

22,694

$

20,518

$

21,176

Investor Relations: ICR, Inc. USATechIR@icrinc.com

Media and Investor Relations Contact: Alicia V. Nieva-Woodgate USA Technologies +1 720.808.0086 anievawoodgate@usatech.com

Source: USA Technologies, Inc.