0000896429false00008964292024-09-102024-09-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 10, 2024
Date of Report (date of earliest event reported)

cantaloupe_horiz_2cLRG.jpg
Cantaloupe, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
001-33365
23-2679963
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 Lindenwood Drive
Malvern
Pennsylvania
19355
(Address of Principal Executive Offices)
(Zip Code)
(610) 989-0340
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueCTLPThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o





Item 2.02 Results of Operations and Financial Condition.

On September 10, 2024 Cantaloupe, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended June 30, 2024. A copy of this press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K pursuant to this “Item 2.02 Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.


Item 9.01 Financial Statements and Exhibits

Exhibit NumberEx. Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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 hereunto duly authorized.


Cantaloupe, Inc.

Date: September 10, 2024
By: /s/ Anna Novoseletsky
Anna Novoseletsky, Chief Legal & Compliance Officer and General Counsel





Exhibit 99.1

Cantaloupe, Inc. Reports Fourth Quarter Fiscal Year 2024 Financial Results

Fourth Quarter 2024 Revenue of $72.7 Million, Driven by a 15.4% Year Over Year Growth in Subscription and Transaction Fees

Fiscal Year 2024 Revenue of $268.6 Million, a 10.2% Year over Year Increase

Fiscal Year 2024 U.S. GAAP Net Income Applicable to Common Shares of $11.4 million

Fiscal Year 2024 Adjusted EBITDA[1] of $34.0 million, a 90.9% Year over Year increase

MALVERN, Pa. -- September 10, 2024 -- Cantaloupe, Inc. (Nasdaq: CTLP) (“Cantaloupe” or the “Company”), a global leading provider of end-to-end technology solutions for self-service commerce, today reported results for the fourth quarter and fiscal year ended June 30, 2024.

“It’s been a strong year for Cantaloupe capped off by a solid fourth quarter,” said Ravi Venkatesan, chief executive officer, Cantaloupe. “During Fiscal Year 2024, we executed on our strategy to expand operating leverage by driving recurring revenue growth while also optimizing cost of sales and controlling operational expenses, as evidenced by our expansion of Adjusted Gross Margin and strong growth in Adjusted EBITDA. Our acquisition of SB Software Limited further enhances our international expansion efforts in Europe as we look to increase our footprint and breadth of solutions. We continue to benefit from the secular trend toward cashless payments and the demand for self-service solutions, which will fuel our growth in FY25 and beyond.”

Fourth Quarter 2024 Key Financial Results:

•Revenue of $72.7 million, an increase of 13.2% compared to fourth quarter of fiscal year 2023.
◦Transaction fees of $41.2 million, an increase of 16.0%.
◦Subscription fees of $19.9 million, an increase of 14.1%.
◦Equipment sales of $11.5 million, an increase of 2.9%.
•Total dollar volumes of transactions were $815.7 million, an increase of 15.9% compared to fourth quarter of fiscal year 2023.
•Transaction volume totaled 290.4 million, an increase of 4.2%, compared to 278.6 million for fourth quarter fiscal year 2023.
•Adjusted Gross Margin[1] of 37.3% compared with 40.1% in fourth quarter fiscal 2023. During fourth quarter fiscal year 2023, we benefited from certain one-time items which increased Adjusted Gross Margin[1] by 2.3%. Without these items, Adjusted Gross Margin[1] would have been relatively consistent between these two quarters.
◦Subscription and transaction fees Adjusted Gross Margin[1] declined to 43.0% compared to 44.2%.
◦Equipment sales gross margins declined to 7.2% compared to 20.8%.
•Net income applicable to common shares of $2.2 million, or $0.03 diluted earnings per share, compared to net income applicable to common shares of $2.8 million, or $0.04 diluted earnings per share, in the prior year quarter. The decrease in net income applicable to common shares is the result the one-time items noted above.



•Adjusted EBITDA[1] of $7.5 million compared to $9.2 million in fourth quarter of fiscal year 2023, a decrease of 19.0%. The decrease in Adjusted EBITDA[1] is the result the one-time items noted above.

Fiscal Year 2024 Key Financial Results:

•Revenue of $268.6 million, an increase of 10.2% year over year.
◦Transaction fees of $156.2 million, an increase of 17.8% year over year.
◦Subscription fees of $75.3 million, an increase of 11.4% year over year.
◦Equipment sales of $37.1 million, a decrease of 14.6% year over year.
•Total dollar volumes of Transactions were $3.0 billion, an increase of 14.8% year over year
•Transactions totaled 1.14 billion at the end of 2024 compared to 1.10 billion at the end of 2023, an increase of 4.4%.
•Average revenue per unit[2] increased 11.5% to $193.64, compared to $173.70 for fiscal year 2023.
•Adjusted Gross Margin[1] of 38.2% compared with 33.3% for fiscal year 2023.
◦Subscription and transaction fees Adjusted Gross Margin[1] of 43.2% compared to 40.2% for fiscal year 2023.
◦Equipment sales gross margins of 6.9% compared to 1.7% for fiscal year 2023.
•Net income applicable to common shares of $11.4 million, or $0.15 diluted earnings per share, compared to $0.01 million, or $0.00 diluted earnings per share, for fiscal year 2023.
•Adjusted EBITDA[1] of $34.0 million, compared to $17.8 million in the prior year, an increase of 90.9% year over year.

Fourth Quarter 2024 Business Highlights:

•Active Customers totaled 31,466 at the end of the fourth quarter of 2024 compared to 28,584 at the end of the fourth quarter of 2023, an increase of 10.1%.
•Active Devices totaled 1.22 million at the end of the fourth quarter of 2024 compared to 1.17 million at the end of the fourth quarter of 2023, an increase of 4.7%.

Fiscal Year 2025 Outlook:

For the full fiscal year 2025, the Company updates the following:

•Total Revenue to be between $308 million and $322 million.
•The combination of Subscription and Transaction revenue growth to be in the range of 15% - 20%.
•Total US GAAP net income applicable to common shares to be between $22 million and $32 million.
•Adjusted EBITDA[1] to be between $44 million and $52 million.
•Total Operating Cash Flow to be between $24 million and $32 million.







Webcast and Conference Call:
Cantaloupe will host a live webcast at 5:00 p.m. Eastern Time today which may be accessed in the Investor Relations section of the Company’s website at https://cantaloupeinc.gcs-web.com/events-and-presentations.

To join the live call in order to ask questions, please register here. A dial in and unique PIN will be provided to join the conference call.

A replay of the conference call will also be available in the Investor Relations section of the Company’s website.

About Cantaloupe, Inc.
Cantaloupe, Inc. is a global technology leader powering self-service commerce. With over a million active locations, processing more than a billion transactions every year, Cantaloupe is enabling businesses of all sizes to provide self-service experiences for consumers. The company's vertically integrated solutions fuel growth by offering micro-payments processing, enterprise cloud software, IoT technology, as well as kiosk and POS innovations. Cantaloupe’s end-to-end platform increases consumer engagement and sales revenue through digital payments, consumer promotions and loyalty programs, while providing business owners increased profitability by leveraging software to drive efficiencies across an entire operation. Cantaloupe’s solutions are used by a variety of consumer services in the United States, Mexico, Europe, and Australia including vending machines, micro markets and smart retail, EV charging stations, laundromats, metered parking terminals, amusement and entertainment venues, IoT services and more. To learn more about Cantaloupe, Inc., visit cantaloupe.com or follow the company on LinkedIn, Twitter (X), Facebook, Instagram or YouTube.

______________
1 Adjusted Gross Margin and Adjusted EBITDA represent non-GAAP financial measures. See Discussion of Non-GAAP Financial Measures and the Reconciliations of Adjusted Gross Margin and U.S GAAP Net Income to Adjusted EBITDA.

2We define 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.

Forward-looking Statements:
All statements other than statements of historical fact included in this release, including without limitation Cantaloupe’s future prospects and performance, the business strategy and the plans and objectives of Cantaloupe's management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this release, words such as “estimate,” “could,” “should,” “would,” “likely,” “may,” “will,” “plan,” “intend,” “believes,” “expects,” “anticipates,” “projected,” and variations of these terms and similar expressions. 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 below and in Part I, Item 1A, “Risk Factors” of our most recent Annual Report.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to general economic, market or business conditions unrelated to our operating performance, including inflation, elevated interests 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, 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").

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, Cantaloupe 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. If Cantaloupe updates one or more forward-looking statements, no inference should be drawn that Cantaloupe will make additional updates with respect to those or other forward-looking statements.
Discussion of Non-GAAP Financial Measures:
This press release contains discussion of Adjusted Gross Margin and Adjusted EBITDA, two non-GAAP financial measures which are not required or defined under U.S. 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. However, we do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the U.S. measures without unreasonable efforts. These items may include acquisition and integration related costs, severance expenses, litigation charges or settlements, and certain other unusual adjustments.



We use Adjusted Gross Profit, Adjusted Gross Margin and Adjusted EBITDA for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measure provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allows for greater transparency with respect to metrics used by our management in its financial and operational decision making. The presentation of these 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 our net income or net cash provided in operating activities. 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 Margin and Adjusted EBITDA are presented because we believe they are useful to investors as measures of comparative operating performance. Additionally, we utilize Adjusted EBITDA as a metric in our executive officer and management incentive compensation plans.

We define Adjusted Gross Profit 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.

We define Adjusted EBITDA as U.S. GAAP net income before (i) interest income on cash and leases, (ii) interest expense on debt and sales tax reserves, (iii) income tax provision, (iv) depreciation, (v) amortization, (vi) stock-based compensation expense, (vii) fees and charges, net of reimbursement from insurance proceeds, that were incurred in connection with the 2019 Investigation and financial statement restatement activities as well as proxy solicitation costs that are not indicative of our core operations, (viii) one-time project expense, one-time severance expenses, and infrequent integration and acquisition expense, and (ix) certain other significant infrequent or unusual losses and gains that are not indicative of our core operations including asset impairment charges, and gain on extinguishment of debt.


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


Media:
Jenifer Howard | 202-273-4246
jhoward@jhowardpr.com
media@cantaloupe.com






Cantaloupe, Inc.
Consolidated Balance Sheets (unaudited)
As of June 30,
($ in thousands, except share data)20242023
Assets
Current assets:
Cash and cash equivalents$58,920 $50,927 
Accounts receivable, net43,848 30,162 
Finance receivables, net6,391 6,668 
Inventory, net40,791 31,872 
Prepaid expenses and other current assets7,844 3,754 
Total current assets157,794 123,383 
Non-current assets:
Finance receivables non-current, net10,036 13,307 
Property and equipment, net34,029 25,281 
Operating lease right-of-use assets7,986 2,575 
Intangibles, net24,626 27,812 
Goodwill94,903 92,005 
Other assets6,194 5,249 
Total non-current assets177,774 166,229 
Total assets$335,568 $289,612 
Liabilities, convertible preferred stock, and shareholders’ equity
Current liabilities:
Accounts payable$78,895 $52,869 
Accrued expenses24,008 26,276 
Current obligations under long-term debt1,266 882 
Deferred revenue1,726 1,666 
Total current liabilities105,895 81,693 
Long-term liabilities:
Deferred income taxes466 275 
Long-term debt, less current portion36,284 37,548 
Operating lease liabilities, non-current8,457 2,504 
Total long-term liabilities45,207 40,327 
Total liabilities$151,102 $122,020 
Commitments and contingencies
Convertible preferred stock:
Series A convertible preferred stock, 900,000 shares authorized, 385,782 and 385,782 issued and outstanding, with liquidation preferences of $22,722 and $22,144 at June 30, 2024 and 2023, respectively
2,720 2,720 
Shareholders’ equity:
Common stock, no par value, 640,000,000 shares authorized, 72,935,497 and 72,664,464 shares issued and outstanding at June 30, 2024 and 2023, respectively
— — 
Additional paid-in capital
482,329 477,324 
Accumulated deficit(300,459)(312,452)
Accumulated other comprehensive loss(124)— 
Total shareholders’ equity181,746 164,872 
Total liabilities, convertible preferred stock, and shareholders’ equity$335,568 $289,612 



Cantaloupe, Inc.
Consolidated Statements of Operations (unaudited)
Three months endedYear ended
June 30,June 30,
($ in thousands, except per share data)2024202320242023
Revenues:
Subscription and transaction fees$61,126 $52,971 $231,497 $200,223 
Equipment sales11,531 11,202 37,099 43,418 
Total revenues72,657 64,173 268,596 243,641 
Costs of sales (exclusive of certain depreciation and amortization):
Cost of subscription and transaction fees34,861 29,566 131,400 119,715 
Cost of equipment sales10,696 8,867 34,545 42,690 
Total costs of sales45,557 38,433 165,945 162,405 
Operating expenses:
Sales and marketing6,054 3,539 20,310 12,427 
Technology and product development4,417 3,969 16,532 20,726 
General and administrative11,902 11,747 41,395 36,926 
Investigation, proxy solicitation and restatement expenses, net of insurance recoveries(1,522)91 (1,522)(362)
Integration and acquisition expenses119 354 1,197 3,141 
Depreciation and amortization2,594 2,589 10,570 7,618 
Total operating expenses23,564 22,289 88,482 80,476 
Operating income (loss)3,536 3,451 14,169 760 
Other (expense) income:
Interest income464 530 1,969 2,515 
Interest expense(987)(1,068)(2,934)(2,326)
Other expense(68)(23)(226)(135)
Total other (expense) income, net(591)(561)(1,191)54 
Income before income taxes2,945 2,890 12,978 814 
Provision for income taxes(739)(58)(985)(181)
Net income2,206 2,832 11,993 633 
Preferred dividends— — (578)(623)
Net income applicable to common shares$2,206 $2,832 $11,415 $10 
Net earnings per common share
Basic $0.03 $0.04 $0.16 $— 
Diluted$0.03 $0.04 $0.15 $— 
Weighted average number of common shares outstanding used to compute net earnings per share applicable to common shares
Basic72,819,22072,604,48472,819,220 71,978,901 
Diluted74,172,09872,765,36974,172,098 72,514,634 



Cantaloupe, Inc.
Consolidated Statements of Cash Flows (unaudited)
Year ended June 30,
($ in thousands)20242023
Cash flows from operating activities:
Net income $11,993 $633 
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation5,109 4,737 
Amortization of debt issuance costs and discounts124 128 
Provision for expected losses3,861 5,815 
Provision for inventory reserve240 280 
Depreciation and amortization
12,204 8,807 
Property and equipment write-off 601 364 
Noncash lease expense
1,246 — 
Deferred income taxes and other
192 (116)
Changes in operating assets and liabilities:
Accounts receivable(18,542)4,960 
Finance receivables3,712 (32)
Inventory(9,447)(10,387)
Prepaid expenses and other assets(4,035)(180)
Accounts payable and accrued expenses21,131 (458)
Operating lease liabilities(651)(133)
Deferred revenue7 (226)
Net cash provided by operating activities27,745 14,192 
Cash flows from investing activities:
Capital expenditures(14,935)(16,151)
Acquisition of business, net of cash acquired(3,701)(35,714)
Net cash used in investing activities(18,636)(51,865)
Cash flows from financing activities:
Proceeds from long-term debt — 25,000 
Repayment of long-term debt(954)(1,270)
Contingent consideration paid for acquisition— (1,000)
Repurchase of Series A Convertible Preferred Stock— (2,151)
Payment of employee taxes related to stock-based compensation(219)(104)
Proceeds from exercise of common stock options115 — 
Net cash (used in) provided by financing activities(1,058)20,475 
Effect of currency exchange rate changes on cash and cash equivalents(58)— 
Net increase (decrease) in cash and cash equivalents7,993 (17,198)
Cash and cash equivalents at beginning of year50,927 68,125 
Cash and cash equivalents at end of year$58,920 $50,927 
Supplemental disclosures of cash flow information:
Interest paid in cash$3,656 $2,641 
Income taxes paid in cash $223 $61 
Common stock issued in business combination (non-cash financing activity)$— $4,506 



Cantaloupe, Inc.
U.S. GAAP Gross Profit (unaudited)


Three Months Ended June 30,Year Ended June 30,
($ in thousands)2024202320242023
Subscription and transaction fee revenue$61,126 $52,971 $231,497 $200,223 
Cost of subscription and transaction fees(1)
34,861 29,566 131,400 119,715 
Amortization(2)
1,723 1,675 6,767 5,020 
Gross profit, subscription and transaction fees$24,542 $21,730 $93,330 $75,488 
Equipment sales$11,531 11,202 $37,099 43,418 
Cost of equipment sales10,696 8,867 34,545 42,690 
Gross profit, equipment(3)
$835 $2,335 $2,554 $728 
Total Gross Profit$25,377 $24,065 $95,884 $76,216 
Gross margin
Subscription and transaction fees40.1 %41.0 %40.3 %37.7 %
Equipment sales7.2 %20.8 %6.9 %1.7 %
Total gross margin34.9 %37.5 %35.7 %31.3 %
(1) Cost of subscription and transaction fees excludes amortization of certain technology assets, see (2) below.
(2) Amortization of internal-use software assets and developed technology assets.
(3) The Company's internal-use software assets and developed technology assets are not associated with equipment sales.



Cantaloupe, Inc.
Reconciliation of U.S. GAAP Gross Profit to Adjusted Gross Profit (non-GAAP) (unaudited)

Three Months Ended June 30,Year Ended June 30,
($ in thousands)2024202320242023
Gross profit, subscription and transaction fees (GAAP)
$24,542 $21,730 $93,330 $75,488 
Amortization(1)
1,723 1,675 6,767 5,020 
Adjusted Gross Profit, subscription and transaction fees (non-GAAP)$26,265 $23,405 $100,097 $80,508 
Gross profit, equipment (GAAP)
$835 $2,335 $2,554 $728 
Total Adjusted Gross Profit (non-GAAP)$27,100 $25,740 $102,651 $81,236 
Adjusted Gross Margin (non-GAAP):
Subscription and transaction fees (non-GAAP)
43.0 %44.2 %43.2 %40.2 %
Equipment sales (GAAP)
7.2 %20.8 %6.9 %1.7 %
Total Adjusted Gross Margin (non-GAAP)37.3 %40.1 %38.2 %33.3 %
(1) Amortization of internal-use software assets and developed technology assets.



Cantaloupe, Inc.
Reconciliation of U.S. GAAP Net Income to Adjusted EBITDA (unaudited)

Three months ended June 30,
($ in thousands)20242023
U.S. GAAP net income$2,206 $2,832 
Less: interest income(464)(530)
Plus: interest expense9871,068
Plus: income tax provision73958 
Plus: depreciation expense included in costs of sales for rentals497337 
Plus: depreciation and amortization expense in operating expenses2,594 2,589 
EBITDA6,559 6,354 
Plus: stock-based compensation (a)
1,0621,848 
Plus: investigation, proxy solicitation and restatement expenses, net of insurance recoveries (b)
(1,522)91 
Plus: integration and acquisition expenses (c)
119 354 
Plus: severance expenses (d)
27 — 
Plus: remediation expense (e)
1,221 573 
Adjustments to EBITDA907 2,866 
Adjusted EBITDA$7,466 $9,220 

(a) We have excluded stock-based compensation, as it does not reflect our cash-based operations.
(b) We have excluded the costs and corresponding reimbursements related to the 2019 Investigation, because we believe that they represent charges that are not related to our core operations. During the year ended June 30, 2024, we received $1.5 million in insurance reimbursement for legal fees and expenses incurred in connection with the 2019 Investigation. Accordingly, Adjusted EBITDA contains a negative adjustment.
(c) We have excluded expenses incurred in connection with business acquisitions as it does not represent recurring costs or charges related to our core operations.
(d) Consists of expenses incurred in connection with non-recurring severance charges related to work force reduction.
(e) Consists of expenses incurred in connection with fully remediating previously identified material weaknesses in our internal control over financial reporting.

















Cantaloupe, Inc.
Reconciliation of U.S. GAAP Net Income to Adjusted EBITDA
Year ended June 30,
($ in thousands)20242023
Net income$11,993 $633 
Less: interest income(1,969)(2,515)
Plus: interest expense2,934 2,326 
Plus: income tax provision985 181 
Plus: depreciation expense included in cost of sales for rentals1,6341,189
Plus: depreciation and amortization expense in operating expenses10,570 7,618 
EBITDA26,147 9,432 
Plus: stock-based compensation (a)
5,109 4,737 
Plus: investigation, proxy solicitation and restatement expenses, net of insurance recoveries (b)
(1,522)(362)
Plus: integration and acquisition expenses (c)
1,197 3,141 
Plus: severance expenses (d)
53 273 
Plus: remediation expenses (e)
2,976 573 
Adjustments to EBITDA7,813 8,362 
Adjusted EBITDA$33,960 $17,794 
(a) We have excluded stock-based compensation, as it does not reflect our cash-based operations.
(b) We have excluded the costs and corresponding reimbursements related to the 2019 Investigation, because we believe that they represent charges that are not related to our core operations. During the year ended June 30, 2024, we received $1.5 million in insurance reimbursement for legal fees and expenses incurred in connection with the 2019 Investigation. Accordingly, Adjusted EBITDA contains a negative adjustment.
(c) We have excluded expenses incurred in connection with business acquisitions as it does not represent recurring costs or charges related to our core operations.
(d) Consists of expenses incurred in connection with non-recurring severance charges related to work force reduction.
(e) Consists of expenses incurred in connection with fully remediating previously identified material weaknesses in our internal control over financial reporting from the prior year.

v3.24.2.u1
Document and Entity Information Document
Sep. 10, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 10, 2024
Entity Registrant Name Cantaloupe, Inc.
Entity Incorporation, State or Country Code PA
Entity File Number 001-33365
Entity Tax Identification Number 23-2679963
Entity Address, Address Line One 101 Lindenwood Drive
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, no par value
Trading Symbol CTLP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000896429
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