ctlp-20250930

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, 2025


☐			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.)

101 Lindenwood Drive, Suite 405

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, 2025, there were 73,697,229 outstanding shares of Common Stock, no par value.

Cantaloupe, Inc.

TABLE OF CONTENTS


Part I - Financial Information

Item
	1.	Condensed Consolidated Financial Statements
		Condensed Consolidated Balance Sheets - September 30, 2025 (unaudited) and June 30, 2025	3
		Condensed Consolidated Statements of Operations - Three Months ended September 30, 202 5 and 202 4 (unaudited)	4
		Condensed Consolidated Statements of Comprehensive (Lo ss) Income - Three Months ended September 30, 202 5 and 202 4 (unaudited)	5
		Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity - Three Months ended September 30, 202 5 and 202 4 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows - Three Months ended September 30, 202 5 and 202 4 (unaudited)	7
		Notes to Condensed Consolidated Financial Statements (unaudited)	8
	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	3.	Quantitative and Qualitative Disclosures About Market Risk	31
	4.	Controls and Procedures	32

Part II - Other Information
Item
	1.	Legal Proceedings	33
	1A.	Risk Factors	33
	2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
	3.	Defaults Upon Senior Securities	33
	4.	Mine Safety Disclosures	33
	5.	Other Information	33
	6.	Exhibits	34

		Signatures	35

Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Cantaloupe, Inc.

Condensed Consolidated Balance Sheets


	September 30, 2025 (Unaudited)		June 30, 2025
($ in thousands, except share data)

Assets
Current assets:
Cash and cash equivalents	$	54,985	$	51,146
Accounts receivable, net	41,862		37,927
Finance receivables, net	5,253		5,422
Inventory	47,655		45,703
Prepaid expenses and other current assets	13,711		12,727
Total current assets	163,466		152,925

Non-current assets:
Finance receivables, net	5,076		5,750
Property and equipment, net	39,761		39,125
Operating lease right-of-use assets	7,515		7,735
Intangibles, net	21,835		23,331
Goodwill	103,075		103,222
Deferred income taxes, net	41,568		43,253
Other assets	7,218		6,517
Total non-current assets	226,048		228,933

Total assets	$	389,514	$	381,858

Liabilities, convertible preferred stock, and shareholders’ equity
Current liabilities:
Accounts payable	$	61,741	$	58,741
Accrued expenses	22,480		19,748
Current obligations under long-term debt	1,936		1,917
Deferred revenue	3,975		1,990
Total current liabilities	90,132		82,396

Long-term liabilities:
Long-term debt, less current portion	36,353		36,746
Other noncurrent liabilities	8,471		8,965
Total long-term liabilities	44,824		45,711

Total liabilities	134,956		128,107
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 $23,590 and $23,301 at September 30, 2025 and June 30, 2025, respectively	2,720		2,720
Shareholders’ equity:
Common stock, no par value, 640,000,000 shares authorized, 73,693,758 and 73,289,054 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively	—		—
Additional paid-in capital	488,557		486,759
Accumulated deficit	(236,845)		(235,926)
Accumulated other comprehensive income	126		198
Total shareholders’ equity	251,838		251,031

Total liabilities, convertible preferred stock, and shareholders’ equity	$	389,514	$	381,858

See accompanying notes to condensed consolidated financial statements.

Cantaloupe, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three months ended
	September 30,
($ in thousands, except share and per share data)	2025		2024
Revenues:
Subscription and transaction fees	$	70,325	$	63,792
Equipment sales	10,528		7,044
Total revenues	80,853		70,836

Costs of sales (exclusive of certain depreciation and amortization):
Cost of subscription and transaction fees	38,200		35,744
Cost of equipment sales	9,139		6,241
Total costs of sales	47,339		41,985

Operating expenses:
Sales and marketing	6,523		5,448
Technology and product development	5,014		4,499
General and administrative	9,357		11,928
Merger, acquisition and integration expenses	7,197		197
Depreciation and amortization	3,795		2,672
Total operating expenses	31,886		24,744

Operating income	1,628		4,107

Other income (expense):
Interest income	350		447
Interest expense	(914)		(991)
Other income (expense), net	(51)		186
Total other expense, net	(615)		(358)

Income before income taxes	1,013		3,749
Provision for income taxes	(1,932)		(177)

Net (loss) income	(919)		3,572
Preferred dividends	(289)		(289)
Net (loss) income applicable to common shares	$	(1,208)	$	3,283

Net (loss) income per common share
Basic	$	(0.02)	$	0.04
Diluted	$	(0.02)	$	0.04

See accompanying notes to condensed consolidated financial statements.

Cantaloupe, Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(Unaudited)


	Three months ended September 30,

($ in thousands)	2025		2024
Net (loss) income	(919)		$	3,572

Foreign currency translation adjustments	(72)		189
Other comprehensive (loss) income	(72)		189
Total comprehensive (loss) income	$	(991)	$	3,761

See accompanying notes to condensed consolidated financial statements.

Cantaloupe, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity

(Unaudited)

Three Month Period Ended September 30, 2025


($ in thousands, except share data)	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
Balance, June 30, 2025	385,782	$	2,720	73,289,054	$	—	$	486,759	$	(235,926)	$	198	$	251,031
Stock-based compensation	—	—		—	—		1,009		—		—		1,009
Vesting of restricted stock	—	—		172,808	—		—		—		—		—
Shares withheld1	—	—		(48,771)	—		(473)		—		—		(473)
Exercise of stock options	—	—		280,667	—		1,262		—		—		1,262
Other comprehensive loss	—	—		—	—		—		—		(72)		(72)
Net loss	—	—		—	—		—		(919)		—		(919)
Balance, September 30, 2025	385,782	$	2,720	73,693,758	$	—	$	488,557	$	(236,845)	$	126	$	251,838

Three Month Period Ended September 30, 2024


($ in thousands, except share data)	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
Balance, June 30, 2024	385,782	$	2,720	72,935,497	$	—	$	482,329	$	(300,459)	$	(124)	$	181,746
Stock-based compensation	—	—		—	—		887		—		—		887
Vesting of restricted stock	—	—		73,603	—		—		—		—		—
Shares withheld1	—	—		(22,928)			(164)		—		—		(164)
Other comprehensive income	—	—		—	—		—		—		189		189
Net income	—	—		—	—		—		3,572		—		3,572
Balance, September 30, 2024	385,782	$	2,720	72,986,172	$	—	$	483,052	$	(296,887)	$	65	$	186,230

1 Shares withheld to satisfy tax withholding obligations in connection with restricted stock vestings.

See accompanying notes to condensed consolidated financial statements.

Cantaloupe, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three months ended
	September 30,
($ in thousands)	2025		2024
Cash flows from operating activities:
Net (loss) income	$	(919)	$	3,572
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation	1,009		887
Provision for expected losses	685		949
Depreciation and amortization	4,289		3,192
Deferred income taxes	1,685		24
Other	(572)		223
Changes in operating assets and liabilities:
Accounts receivable	(4,816)		11,047
Finance receivables	1,003		1,081
Inventory	(1,776)		(3,863)
Prepaid expenses and other assets	(1,678)		219
Accounts payable and accrued expenses	6,375		(28,897)
Operating lease liabilities	(297)		(197)
Deferred revenue	1,985		(255)
Net cash provided by (used in) operating activities	6,973		(12,018)

Cash flows from investing activities:
Capital expenditures	(3,434)		(3,791)
Acquisition of business, net of cash acquired	—		(9,761)


Net cash used in investing activities	(3,434)		(13,552)

Cash flows from financing activities:


Repayment of long-term debt	(501)		(286)
Proceeds from exercise of common stock options	1,289		—
Payment of employee taxes related to stock-based compensation	(473)		(164)
Net cash provided by (used in) financing activities	315		(450)

Effect of currency exchange rate changes on cash and cash equivalents	(15)		224

Net increase (decrease) in cash and cash equivalents	3,839		(25,796)
Cash and cash equivalents at beginning of year	51,146		58,920
Cash and cash equivalents at end of period	$	54,985	$	33,124

Supplemental disclosures of cash flow information:
Interest paid in cash	$	759	$	883
Income taxes paid in cash	$	632	$	251

See accompanying notes to condensed consolidated financial statements.

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.

Merger with 365 Retail Markets, LLC

On June 15, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with 365 Retail Markets, LLC ("365 Retail Markets"), Catalyst Holdco I, Inc. ("Holdco"), Catalyst Holdco II, Inc. ("Holdco II") and Catalyst Merger Sub Inc. Subject to the terms and conditions of the Merger Agreement, 365 Retail Markets has agreed to acquire the Company in an all-cash transaction for $11.20 per share of common stock, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned, indirect subsidiary of 365 Retail Markets. Upon the consummation of the Merger, we will cease to be a publicly traded company, and our common stock will be delisted from The Nasdaq Stock Market LLC and deregistered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have agreed to various customary covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the Merger. We do not believe these restrictions will prevent us from meeting our debt service obligations, ongoing costs of operations, working capital needs, or capital expenditure requirements.

The respective obligations of Cantaloupe and 365 Retail Markets to consummate the Merger are subject to the satisfaction or waiver of several closing conditions specified in the Merger Agreement, including the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

On September 4, 2025, the Company held a special meeting of shareholders, where shareholders approved a proposal to approve and adopt the Merger Agreement, including the Merger.

On September 17, 2025, each of Cantaloupe and 365 Retail Markets received a request for additional information and documentary material (a “Request”) from the U.S. Federal Trade Commission (the “Second FTC”) pursuant to the HSR Act in connection with the Merger. The effect of a Second Request is to extend the applicable waiting period relating to the Merger until 30 days after each of Cantaloupe and 365 Retail Markets has substantially complied with the Second Request issued to it, unless the waiting period is terminated earlier by the FTC. Cantaloupe and 365 Retail Markets will continue to cooperate with the FTC staff in its review of the Merger.

Assuming Cantaloupe and 365 Retail Markets receive the required clearance under the HSR Act and each of the other conditions to the consummation of the Merger are satisfied or waived in a timely manner, the parties to the Merger Agreement currently expect to complete the Merger in the first half of calendar year 2026.

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, 2025 Annual Report on Form 10-K.

The Company has operations 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 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.. The ASU introduces a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This update is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update is applied prospectively. Early adoption is permitted in both interim and annual periods in which financials have not been issued. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 modernizes accounting for internal-use software by eliminating stage-based rules in favor of a more principles-based framework, enhancing guidance for the "probable-to-complete" threshold. The standard requires all capitalized internal-use

software costs to follow the disclosure rules for property and equipment rather than intangibles. The ASU is effective for annual periods starting after December 15, 2027, with early adoption permitted.

No other new accounting pronouncements, issued or effective during the period ended September 30, 2025, 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 $41.9 million as of September 30, 2025 and $37.9 million as of June 30, 2025.

Allowance for credit losses

The following table represents a rollforward of the allowance for credit losses for the three months ended September 30, 2025 and 2024:


	Three months ended September 30,
($ in thousands)	2025		2024
Balance, beginning of quarter	$	13,241	$	13,442
Provision for expected losses	852		558
Write-offs and other adjustments	86		(354)
Balance, end of quarter	$	14,179	$	13,646

4. FINANCE RECEIVABLES

The Company's finance receivables consist of 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.

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 September 30, 2025, 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		$	1,082	$	1,547	$	2,088	$	3,687	$	670	$	80	$	9,154
30 days and under		18		25		26		138		60		5		272
31 - 60 days		4		13		2		119		46		4		188
61 - 90 days		2		10		14		35		24		2		87
Greater than 90 days		1		42		140		1,265		361		1,043		2,852
Total finance receivables		$	1,107	$	1,637	$	2,270	$	5,244	$	1,161	$	1,134	$	12,553

At June 30, 2025, 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		$	1,463	$	1,517	$	3,290	$	2,766	$	589	$	93	$	9,718
30 days and under		27		34		83		106		61		14		325
31 - 60 days		9		16		42		73		57		18		215
61 - 90 days		8		14		63		10		66		12		173
Greater than 90 days		3		58		573		973		373		1,162		3,142
Total finance receivables		$	1,510	$	1,639	$	4,051	$	3,928	$	1,146	$	1,299	$	13,573

The following table represents a rollforward of the allowance for finance receivables for the three months ended September 30, 2025 and 2024:


	Three months ended September 30,
($ in thousands)	2025		2024

Balance at June 30	$	2,401	$	1,934
Provision for expected losses	(167)		391

Write-offs	(10)		—
Balance at September 30	2,224		2,325

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


($ in thousands)	Amount
Remainder of 2026	$	4,548
2027	4,375
2028	2,387
2029	1,106
2030	363
Thereafter	10
Total amounts to be collected	12,789
Less: interest	(236)
Less: allowance for uncollectible receivables	(2,224)
Total finance receivables	$	10,329

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

September 30,
2025

June 30,
2025

Assets:

Operating lease right-of-use assets

7,515

SEC Form 10-Q filed by Cantaloupe Inc.