ctlp-20230930

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 September 30, 2023


☐			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, Inc.

_______________________________________________________________

(Exact name of registrant as specified in its charter)


Pennsylvania						23-2679963
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 Deerfield Lane,

Suite 300,

Malvern,

Pennsylvania

19355

(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 Class	Trading Symbol	Name Of Each Exchange On Which Registered
Common Stock, no par value	CTLP	The 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 November 3, 2023 there were 72,727,360 outstanding shares of Common Stock, no par value.

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Cantaloupe, Inc.

TABLE OF CONTENTS


Part I - Financial Information

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets - September 30, 2023 (unaudited) and June 30, 2023	3

	Condensed Consolidated Statements of Operations - Three Months ended September 30, 2023 and 2022 (unaudited)	4

	Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity - Three Months ended September 30, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows - Three Months ended September 30, 2023 and 2022 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

Part II - Other Information

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

	Signatures	35

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Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Cantaloupe, Inc.

Condensed Consolidated Balance Sheets


($ in thousands, except share data)	September 30, 2023 (Unaudited)		June 30, 2023

Assets
Current assets:
Cash and cash equivalents	$	54,597	$	50,927
Accounts receivable, net	36,998		30,162
Finance receivables, net	6,439		6,668
Inventory, net	32,216		31,872
Prepaid expenses and other current assets	3,741		3,754
Total current assets	133,991		123,383

Non-current assets:
Finance receivables due after one year, net	12,362		13,307
Property and equipment, net	26,683		25,281
Operating lease right-of-use assets	3,963		2,575
Intangibles, net	26,236		27,812
Goodwill	92,380		92,005
Other assets	5,080		5,249
Total non-current assets	166,704		166,229

Total assets	$	300,695	$	289,612

Liabilities, convertible preferred stock, and shareholders’ equity
Current liabilities:
Accounts payable	$	59,591	$	52,869
Accrued expenses	24,831		26,276
Current obligations under long-term debt	977		882
Deferred revenue	1,940		1,666
Total current liabilities	87,339		81,693

Long-term liabilities:
Deferred income taxes	318		275
Long-term debt, less current portion	37,278		37,548
Operating lease liabilities, non-current	4,153		2,504
Total long-term liabilities	41,749		40,327

Total liabilities	129,088		122,020
Commitments and contingencies (Note 15)
Convertible preferred stock:
Series A convertible preferred stock, 900,000 shares authorized, 385,782 issued and outstanding, with liquidation preferences of $22,433 and $22,144 at September 30, 2023 and June 30, 2023, respectively	2,720		2,720
Shareholders’ equity:

Common stock, no par value, 640,000,000 shares authorized, 72,695,265 and 72,664,464 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively	479,332		477,324
Accumulated deficit	(310,445)		(312,452)
Total shareholders’ equity	168,887		164,872
Total liabilities, convertible preferred stock, and shareholders’ equity	$	300,695	$	289,612

See accompanying notes to condensed consolidated financial statements.

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Cantaloupe, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three months ended
	September 30,
($ in thousands, except share and per share data)	2023		2022
Revenues:
Subscription and transaction fees	$	55,135	$	47,075
Equipment sales	7,548		10,707
Total revenues	62,683		57,782

Costs of sales:
Cost of subscription and transaction fees	31,728		30,370
Cost of equipment sales	6,627		13,250
Total costs of sales	38,355		43,620

Gross profit	24,328		14,162

Operating expenses:
Sales and marketing	4,142		2,525
Technology and product development	4,168		6,865
General and administrative	10,438		11,578
Investigation, proxy solicitation and restatement expenses, net of insurance recoveries	—		397
Integration and acquisition expenses	78		—
Depreciation and amortization	2,747		1,315
Total operating expenses	21,573		22,680

Operating income (loss)	2,755		(8,518)

Other income (expense):
Interest income from leases	517		567
Interest expense	(1,107)		(477)
Other expense	(77)		(120)
Total other expense	(667)		(30)

Income (loss) before income taxes	2,088		(8,548)
Provision for income taxes	(81)		(26)

Net income (loss)	2,007		(8,574)
Preferred dividends	(289)		(334)
Net income (loss) applicable to common shares	$	1,718	$	(8,908)

Net earnings (loss) per common share
Basic	$	0.02	$	(0.13)
Diluted	0.02		(0.13)

Weighted average number of common shares outstanding used to compute net earnings (loss) per share applicable to common shares
Basic	72,717,965		71,207,750
Diluted	74,305,512		71,207,750

See accompanying notes to condensed consolidated financial statements.

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Cantaloupe, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity

(Unaudited)

Three Month Period Ended September 30, 2023


	Convertible Preferred Stock			Common Stock			Accumulated Deficit		Total Shareholders' Equity
($ in thousands, except share data)	Shares	Amount		Shares	Amount
Balance, June 30, 2023	385,782	$	2,720	72,664,464	$	477,324	$	(312,452)	$	164,872
Stock-based compensation	—	—		20,801	1,934		—		1,934

Exercise of stock options	—	—		10,000	74				74
Net income	—	—		—	—		2,007		2,007

Balance, September 30, 2023	385,782	$	2,720	72,695,265	$	479,332	$	(310,445)	$	168,887

Three Month Period Ended September 30, 2022


	Convertible Preferred Stock			Common Stock			Accumulated Deficit		Total Shareholders' Equity
($ in thousands, except share data)	Shares	Amount		Shares	Amount
Balance, June 30, 2022	445,063	$	3,138	71,188,053	$	469,918	$	(313,085)	$	156,833
Stock-based compensation	—	—		30,077	1,318		—		1,318
Repurchase of Series A convertible preferred stock	(59,281)	(418)		—	(1,733)		—		(1,733)
Net loss	—	—		—	—		(8,574)		(8,574)

Balance, September 30, 2022	385,782	$	2,720	71,218,130	$	469,503	$	(321,659)	$	147,844

See accompanying notes to condensed consolidated financial statements.

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Cantaloupe, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three months ended
	September 30,
($ in thousands)	2023		2022
Cash flows from operating activities:
Net income (loss)	$	2,007	$	(8,574)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock based compensation	1,932		1,318
Amortization of debt issuance costs and discounts	32		29
Provision for expected losses	1,000		1,436
Provision for inventory reserve	—		200
Depreciation and amortization included in operating expenses	2,747		1,315
Depreciation included in cost of subscription and transaction fees for rental equipment	342		242

Other	443		657
Changes in operating assets and liabilities:
Accounts receivable	(7,784)		(4,693)
Finance receivables	1,122		(346)
Inventory	(344)		(3,948)
Prepaid expenses and other assets	171		(70)
Accounts payable and accrued expenses	5,152		3,596
Operating lease liabilities	(391)		(369)
Deferred revenue	274		175
Net cash provided by (used in) operating activities	6,703		(9,032)

Cash flows from investing activities:

Capital expenditures	(2,916)		(4,956)

Net cash used in investing activities	(2,916)		(4,956)

Cash flows from financing activities:



Repayment of long-term debt	(193)		(193)
Contingent consideration paid for acquisition	—		(1,000)

Proceeds from exercise of common stock options	76		—
Repurchase of Series A Convertible Preferred Stock	—		(2,151)
Net cash used in financing activities	(117)		(3,344)

Net increase (decrease) in cash and cash equivalents	3,670		(17,332)
Cash and cash equivalents at beginning of year	50,927		68,125
Cash and cash equivalents at end of period	$	54,597	$	50,793

Supplemental disclosures of cash flow information:
Interest paid in cash	$	889	$	248
Income taxes paid in cash	$	13	$	44

See accompanying notes to condensed consolidated financial statements.

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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 of the Company have been prepared in accordance with U.S. generally accepted accounting principles 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, 2023 Annual Report on Form 10-K.

All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the entire fiscal year.

The Company operates as one operating segment because its chief operating decision maker, who is the Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance.

In connection with the Company's acquisition of Three Square Market, Inc., a Wisconsin corporation, and Three Square Market Limited, a UK private limited company (collectively "32M"), we assessed the foreign exchange impact associated with 32M's UK operations which utilizes the British Pound as its functional currency, and concluded the foreign currency fluctuations were immaterial to our financial statements including Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity, and Condensed Consolidated Statement of Cash Flows. The Company will continue to monitor and assess its exposures to foreign exchange fluctuations in future periods.

Reclassification

Beginning with the fourth quarter of fiscal year 2023, the Company presented Convertible Preferred Stock on its Consolidated Statements of Shareholders’ Equity and changed the name of the statement to Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity accordingly. Prior period amounts have been reclassified to conform to the current period presentation.

Recently Adopted Accounting Pronouncements

No other new accounting pronouncements, issued or effective during the period ended September 30, 2023, have had or are expected to have a significant impact on the Company’s financial statements.

3. ACCOUNTS RECEIVABLE

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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 $37.0 million as of September 30, 2023 and $30.2 million as of June 30, 2023.

Concentrations

As of September 30, 2023 and June 30, 2023, no customer represented more than 10% of the Company's accounts receivable, net of allowance.

Allowance for credit losses

The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments, including from a shortfall in the customer transaction fund flow from which the Company would normally collect amounts due. The allowance is calculated under an expected loss model. We estimate our allowance using an aging analysis (days past due status) of the receivables balances, primarily based on historical loss experience. Additionally, current conditions are analyzed to determine if the allowance calculation needs to be adjusted further for any qualitative factors impacting a customer’s ability to meet its financial obligations that is not already reflected through the historical loss analysis. The Company writes off receivable balances against the allowance for credit losses when management determines the balance is uncollectible and the Company ceases collection efforts.

The following table represents a rollforward of the allowance for credit losses for the three months ended September 30, 2023 and 2022:


	Three months ended September 30,
($ in thousands)	2023		2022
Balance, beginning of period	$	10,815	$	9,328
Provision for expected losses	958		1,044
Write-offs	(60)		(127)
Balance, end of period	$	11,713	$	10,245

4. FINANCE RECEIVABLES

The Company's finance receivables consist of financed devices under its financing program and devices contractually associated with the Seed platform. Predominately all of the Company’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases. As of September 30, 2023 and June 30, 2023, finance receivables consist of the following:


($ in thousands)	September 30, 2023		June 30, 2023
Current finance receivables, net	$	6,439	$	6,668
Finance receivables due after one year, net	12,362		13,307
Total finance receivables, net of allowance of $2,149 and $2,098, respectively	$	18,801	$	19,975

We collect lease payments from customers primarily as part of the flow of funds from our transaction processing service. 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.

Credit risk for finance receivables is continuously monitored by management and reflected within the allowance for finance receivables. As our finance receivables generally have similar risk characteristics, our key credit quality indicator is the aging (days past due status) of our aggregated finance receivables balances. Specifically, we estimate our allowance by using an aging analysis of the aggregated finance receivables balances, primarily based on historical loss experience. Additionally, current conditions are analyzed to determine if the allowance calculation needs to be adjusted further for any qualitative factors impacting a customer’s ability to meet its financial obligations that is not already reflected through the historical loss analysis. The Company writes off finance receivable balances against the allowance for credit losses when management determines the balance is uncollectible and the Company ceases collection efforts.

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At September 30, 2023, 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 Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	$	4,142	$	8,970	$	3,080	$	1,084	$	723	$	27	$	18,026
30 days and under	19		129		85		32		35		32		332
31-60 days	14		107		35		19		30		38		243
61-90 days	9		99		25		7		28		38		206
Greater than 90 days	29		948		219		252		140		555		2,143
Total finance receivables	$	4,213	$	10,253	$	3,444	$	1,394	$	956	$	690	$	20,950

At June 30, 2023, 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 Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	$	6,595	$	6,505	$	3,304	$	1,306	$	846	$	829	$	19,385
30 days and under	66		73		69		52		22		68		350
31-60 days	53		40		32		42		19		71		257
61-90 days	60		52		26		32		16		71		257
Greater than 90 days	155		132		197		233		271		836		1,824
Total finance receivables	$	6,929	$	6,802	$	3,628	$	1,665	$	1,174	$	1,875	$	22,073

The following table represents a rollforward of the allowance for finance receivables for the three months ending September 30, 2023 and 2022:


	Three months ended September 30,
($ in thousands)	2023		2022

Balance, beginning of period	$	2,098	$	760
Provision for expected losses	51		392
Write-offs	—		—
Balance, end of period	$	2,149	$	1,152

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Cash to be collected on our performing finance receivables due for each of the fiscal years are as follows:


($ in thousands)
2023 (remaining 3 months)	$	6,183
2024	6,659
2025	5,153
2026	3,324
2027	1,351
Thereafter	89
Total amounts to be collected	22,759
Less: interest	(1,809)
Less: allowance for receivables	(2,149)
Total finance receivables	$	18,801

5. LEASES

Lessee Accounting

We have operating leases which are primarily 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 Classification	As of September 30, 2023		As of June 30, 2023

Assets:	Operating lease right-of-use assets	$	3,963	$	2,575

Liabilities:
Current	Accrued expenses	$	1,015	$	1,266
Long-term	Operating lease liabilities, non-current	4,153		2,504
Total lease liabilities		$	5,168	$	3,770

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


($ in thousands)	Three months ended September 30, 2023		Three months ended September 30, 2022

Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	604	$	546

Non-cash activity:
Lease assets obtained in exchange for new operating lease liabilities	$	1,788	$	—

Maturities of lease liabilities by fiscal year for our leases as of September 30, 2023 are as follows:

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($ in thousands)	Operating Leases
Remainder of 2024	$	1,007
2025	1,604
2026	1,576
2027	952
2028	506
Thereafter	$	564
Total lease payments	$	6,209
Less: Imputed interest	(1,041)
Present value of lease liabilities	$	5,168

In February 2023, the Company extended the lease for its existing Atlanta, Georgia office for an additional 73-months period including rent-free periods. The lease commenced on July 1, 2023 and we recognized right-of-use operating lease assets of $1.8 million in exchange for operating lease liabilities.

Lessor Accounting

Property and equipment used for the operating lease rental program consisted of the following:


($ in thousands)	September 30, 2023		June 30, 2023
Cost	$	29,019	28,398
Accumulated depreciation	(23,562)		(23,221)
Net	$	5,457	$	5,177

For the three months ended September 30, 2023 and 2022, the Company recognized $2.0 million and $1.6 million of revenue from its device rental program, respectively, 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 September 30, 2023 are disclosed within Note 4 - Finance Receivables.

6. DEBT AND OTHER FINANCING ARRANGEMENTS

The Company's debt and other financing arrangements as of September 30, 2023 and June 30, 2023 consisted of the following:


	As of September 30,		As of June 30,
($ in thousands)	2023		2023

JPMorgan Credit Facility*	38,375		38,563
Other obligations	44		50
Less: unamortized issuance costs and debt discount	(164)		(183)
Total	38,255		38,430
Less: debt and other financing arrangements, current	(977)		(882)
Debt and other financing arrangements, noncurrent	$	37,278	$	37,548

* See discussion below on amendment to the JPMorgan Credit Facility.

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

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	Three months ended
	September 30,
($ in thousands)	2023		2022
JPMorgan Credit Facility*	925		278
Other interest expense	182		199
Total interest expense	$	1,107	$	477

JPMorgan Chase Bank Credit Agreement

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 replaces our previous 2021 JPMorgan Credit Facility. The Amended Secured Term Facility includes a $10 million increase from the 2021 JPMorgan Secured Term Facility which is available for a period of up to twelve months following the Closing Date.

On December 1, 2022, the Company entered into a first amendment (the “2022 Amendment”) to its 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, to partially fund the cash consideration of the 32M acquisition as referenced in Note 9 - Acquisition. No issuance costs were capitalized in connection with this amendment.

The proceeds of the Amended JPMorgan Credit Facility may be used to refinance certain existing indebtedness of the Company and its subsidiaries, to finance the working capital needs, and for general corporate purposes (including permitted acquisitions), of the Company and its subsidiaries.

The Amended JPMorgan Credit Facility has a four-year maturity. Interest on the Amended JPMorgan 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 leverage ratio and having ranges of between 2.50% and 3.00% for base rate loans and between 3.50% and 4.00% for SOFR loans; provided that until June 30, 2022 the applicable margin shall be 2.75% for base rate loans and 3.75% for SOFR loans. Subject to the occurrence of a material acquisition and the Company’s total leverage ratio exceeding 3.00 to 1.00, the interest rate on the loans may increase by 0.25%. In an event of default, the interest rate may be increased by 2.00%. The Amended JPMorgan Credit Facility will also carry a commitment fee of 0.50% per annum on the unused portion. As of September 30, 2023, the applicable interest rate for the Amended JPMorgan Credit Facility is approximately 9.1%.

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’s obligations under its long-term debt agreements are carried at amortized cost, which approximates their fair value as of September 30, 2023, as the debt facility was recently amended in December 2022 and the interest rates applicable are variable in nature.

The Company was in compliance with its financial covenants for the Amended JPMorgan Credit Facility as of September 30, 2023.

The expected maturities associated with the Company’s outstanding debt and other financing arrangements as of September 30, 2023, were as follows:

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2024	$	765
2025	1,333
2026	36,321
2027	—
Principal amounts payable	38,419
Unamortized issuance costs	(164)
Total outstanding debt	$	38,255

7. ACCRUED EXPENSES

Accrued expenses consisted of the following as of September 30, 2023 and June 30, 2023:


	As of September 30,		As of June 30,
($ in thousands)	2023		2023

Sales tax reserve	14,344		$	13,597
Accrued compensation and related sales commissions	1,634		4,069
Operating lease liabilities, current	1,015		1,266
Accrued professional fees	4,094		4,196
Accrued taxes and filing fees payable	1,835		1,944

Other accrued expenses	1,467		762
Consideration withheld in escrow for the 32M acquisition*	442		442
Total accrued expenses	$	24,831	$	26,276

* See Note 9 - Acquisition for description of the arrangement.

8. GOODWILL AND INTANGIBLES

Intangible asset balances and goodwill consisted of the following:


	As of September 30, 2023
($ in thousands)	Gross		Accumulated Amortization		Net		Amortization Period
Intangible assets:
Brand and tradenames	$	2,161	$	(1,517)	$	644	1 - 7 years
Developed technology	20,188		(11,989)		8,199		5 - 6 years
Customer relationships	24,714		(7,321)		17,393		5 - 18 years
Total intangible assets	$	47,063	$	(20,827)	$

SEC Form 10-Q filed by Cantaloupe Inc.