Financial Position - Accounts receivable, net of the allowance for uncollectible accounts, were $36.8 million as of December 31, 2025, down from $37.9 million as of June 30, 2025[45]. - The allowance for credit losses increased to $15.48 million as of December 31, 2025, compared to $11.15 million as of December 31, 2024[46]. - Total finance receivables amounted to $11.46 million as of December 31, 2025, with a projected total of $9.33 million to be collected after accounting for interest and uncollectible receivables[49]. - Total lease liabilities were $9.22 million as of December 31, 2025, compared to $9.93 million as of June 30, 2025[51]. - As of December 31, 2025, total accrued expenses amounted to $25.3 million, an increase from $19.7 million as of June 30, 2025[69]. - The company has total outstanding borrowings of $38.0 million as of December 31, 2025, with a potential increase in interest expense of $0.4 million per year if the SOFR Rate increases by 100 basis points[185]. Revenue and Growth - The Company recognized $4.6 million in revenue from its device rental program for the six months ended December 31, 2025, slightly up from $4.5 million in the same period of 2024[53]. - Total revenues for the three months ended December 31, 2025, were $78.712 million, a 6.7% increase from $73.722 million in the same period of 2024[87]. - Subscription and transaction fees for the six months ended December 31, 2025, totaled $140.002 million, up from $128.877 million in 2024, reflecting an 8.5% growth[87]. - The Company recognized total lease revenues of $4.977 million for the six months ended December 31, 2025, down from $5.442 million in 2024[88]. - Revenue for the three months ended December 31, 2025, was $78,712,000, an increase from $73,722,000 in 2024, while revenue for the six months ended December 31, 2025, was $159,565,000 compared to $144,558,000 in 2024[112]. Expenses and Losses - Segment expenses for the three months ended December 31, 2025, totaled $78,782,000, up from $73,722,000 in 2024[112]. - For the three months ended December 31, 2025, the company reported a net loss of $70,000 compared to a net income of $4,974,000 for the same period in 2024[104]. - Basic and diluted earnings per share for the six months ended December 31, 2025, were both $(0.02), down from $0.11 in 2024[104]. - The income tax provision for the three months ended December 31, 2025, was $1.1 million, compared to $0.4 million in the same period of 2024[101]. Acquisitions - The Company acquired SB Software for approximately $11.4 million, enhancing operational capabilities and market reach in Europe[75]. - The acquisition of SB Software included $10.0 million in cash and $1.4 million in contingent consideration based on revenue growth targets[75]. - Total identifiable net assets acquired from SB Software were valued at $3.6 million, with goodwill of $7.8 million recognized[78]. - The Company acquired Cheq for $4.5 million, including $1.1 million in accounts payable, to expand into sports, entertainment, and restaurant sectors[81]. - The fair value of identifiable net assets acquired from Cheq was $2.458 million, with $2 million recognized as goodwill[83][84]. Financing and Credit Facilities - The 2025 Credit Facility had a total of $37.71 million as of December 31, 2025, down from $38.66 million as of June 30, 2025[55]. - The 2025 Credit Facility includes a $40 million secured term loan, a $30 million secured revolving credit facility, and a $30 million delayed draw term loan facility[57]. - Proceeds from the 2025 Term Loan Facility were used to repay $37.3 million in borrowings under the 2022 Amended JPMorgan Credit Facility[66]. - The weighted average interest rate for the 2025 Credit Facility is approximately 7.16%, with interest rates ranging from 1.75% to 3.50% based on the type of loan[60]. - The Company has not borrowed against the 2025 Revolving Facility or the Delayed Draw Term Loan Facility as of the reporting date[58]. - The Company was in compliance with its financial covenants for the 2025 Credit Facility as of December 31, 2025, maintaining a total leverage ratio of not more than 3.50 to 1.00[63]. Accounting and Compliance - The Company is currently assessing the impact of new accounting standards on its consolidated financial statements and disclosures, including ASU 2023-09 and ASU 2024-03[40][41]. - The Company’s finance receivables agreements are predominantly classified as non-cancellable sixty-month sales-type leases[47]. - The company has not accrued for any legal proceedings as there are currently no loss exposures considered probable and reasonably estimable[108]. - The total expense recognized for related party transactions was $0.1 million for the six months ended December 31, 2025, and 2024[109]. - The company has approximately 4.6 million potentially anti-dilutive shares excluded from the calculation of diluted earnings per share for the six months ended December 31, 2025[104]. Cash Management - Cash paid for operating lease liabilities was $1.52 million for the six months ended December 31, 2025, compared to $1.06 million for the same period in 2024[51]. - The company invests excess cash in money market funds, which are not held for trading or speculative purposes, indicating a low exposure to interest rate changes[186]. Contractual Obligations - The estimated fees to be recognized in future periods related to unsatisfied performance obligations total $5.647 million as of December 31, 2025[93]. - Contract assets increased to $4.3 million as of December 31, 2025, compared to $3.3 million as of June 30, 2025[89]. - Deferred revenue at the end of the period was $3.645 million for the three months ended December 31, 2025, compared to $1.356 million in 2024[91].

Financial Data and Key Metrics Changes - The company reported that as of the record date, there were 73,391,758 shares of common stock and 385,282 shares of Series A convertible preferred stock entitled to vote, with 73.6% of the company's voting power represented at the meeting [5][6][8] Business Line Data and Key Metrics Changes - No specific data on business lines or key metrics changes were provided in the meeting Market Data and Key Metrics Changes - No specific market data or key metrics changes were provided in the meeting Company Strategy and Development Direction and Industry Competition - The company is focused on the election of nine nominees to serve as directors until the 2027 Annual Meeting, indicating a stable governance structure [6] - The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 has been ratified, reflecting a commitment to maintaining high standards in financial reporting [7] Management's Comments on Operating Environment and Future Outlook - Management expressed excitement about the progress the company has made and appreciation for shareholder support, indicating a positive outlook for the future [9] Other Important Information - The meeting confirmed the mailing of proxy materials to shareholders, including the company's annual report on Form 10-K, which is essential for transparency and shareholder engagement [4] Q&A Session Summary Question: Were there any questions from shareholders? - There were no questions from shareholders during the meeting, indicating either satisfaction with the company's performance or a lack of immediate concerns [8]

Financial Data and Key Metrics Changes - The company reported a voting power representation of 73.6% at the Annual Meeting, indicating strong shareholder engagement [5] - The meeting confirmed the election of nine directors and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 [8][9] Business Line Data and Key Metrics Changes - No specific financial data or key metrics related to individual business lines were provided in the meeting [8] Market Data and Key Metrics Changes - No specific market data or key metrics were discussed during the meeting [8] Company Strategy and Development Direction and Industry Competition - The company expressed excitement about the progress made and appreciation for shareholder support, indicating a positive outlook on future developments [9] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [8] Other Important Information - The company will publish the final results of the proposals considered at the Annual Meeting on its website and file them with the SEC [9] Q&A Session All Questions and Answers Question: Were there any questions from shareholders? - There were no questions from shareholders during the meeting [8]

Financial Data and Key Metrics Changes - The company reported that as of the record date, there were 73,391,758 shares of common stock and 385,282 shares of Series A convertible preferred stock entitled to vote, with 73.6% of the company's voting power represented at the meeting [5][9]. Business Line Data and Key Metrics Changes - No specific data on business lines or key metrics changes were provided in the meeting. Market Data and Key Metrics Changes - No specific market data or key metrics changes were discussed during the meeting. Company Strategy and Development Direction and Industry Competition - The company is focused on the election of nine nominees to serve as directors until the 2027 Annual Meeting, indicating a stable governance structure [6]. Management's Comments on Operating Environment and Future Outlook - Management expressed excitement about the progress the company has made and appreciated the continued support from shareholders, indicating a positive outlook for the future [10]. Other Important Information - The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 was ratified, and the compensation of the company's named executive officers was approved [9][10]. Q&A Session All Questions and Answers Question: Were there any questions from shareholders? - There were no questions from shareholders during the meeting [9].

Core Insights - Cantaloupe (CTLP) reported revenue of $80.85 million for the quarter ended September 2025, marking a year-over-year increase of 14.1% and an EPS of $0.06 compared to $0.04 a year ago [1] - The reported revenue fell short of the Zacks Consensus Estimate of $81.64 million, resulting in a surprise of -0.96%, while the EPS surprise was -25% against a consensus estimate of $0.08 [1] Revenue Breakdown - Transaction fees generated $48.06 million, which was below the estimated $50.79 million, reflecting a year-over-year increase of 10.2% [4] - Equipment sales reached $10.53 million, exceeding the estimated $7.99 million, representing a significant year-over-year increase of 49.5% [4] - Subscription and transaction fees totaled $70.33 million, compared to the average estimate of $73.45 million, with a year-over-year change of 10.2% [4] - Subscription fees amounted to $22.27 million, slightly below the estimated $22.82 million, showing a year-over-year increase of 10.3% [4] Stock Performance - Cantaloupe's shares have returned -0.3% over the past month, contrasting with the Zacks S&P 500 composite's increase of +4.4% [3] - The stock currently holds a Zacks Rank 4 (Sell), indicating potential underperformance relative to the broader market in the near term [3]

Financial Performance - Total revenues for the three months ended September 30, 2025, were $80,853,000, representing a 14.3% increase from $70,836,000 in the same period of 2024[80]. - Transaction fees increased to $48,060,000 in Q3 2025, up from $43,604,000 in Q3 2024, reflecting an increase of 10.1%[80]. - Subscription fees rose to $22,265,000 in Q3 2025, compared to $20,188,000 in Q3 2024, marking a growth of 10.3%[80]. - Segment net loss for the same period was $(919,000), a significant decline from a net income of $3,572,000 in 2024[103]. - Revenue for the three months ended September 30, 2025, was $80,853,000, an increase of 14.3% compared to $70,836,000 in 2024[103]. Accounts Receivable and Allowance for Credit Losses - Accounts receivable net of the allowance for uncollectible accounts increased to $41.9 million as of September 30, 2025, from $37.9 million as of June 30, 2025, representing a growth of 5.3%[40]. - The allowance for credit losses at the end of the quarter was $14.179 million, up from $13.646 million at the end of the previous quarter, indicating an increase of 3.9%[41]. - The provision for expected losses for finance receivables was $(167,000) for the three months ended September 30, 2025, compared to $391,000 for the same period in 2024, indicating a significant reduction in provisions[44]. Debt and Financing - The Company’s total debt and other financing arrangements decreased to $38.289 million as of September 30, 2025, from $38.663 million as of June 30, 2025, a decline of 1.0%[50]. - The total outstanding debt as of September 30, 2025, is $38.289 million, with principal amounts payable totaling $38.605 million[63]. - The 2025 Credit Facility includes a $40 million secured term loan facility and a $30 million secured revolving credit facility, aimed at financing working capital needs and general corporate purposes[52]. - The weighted average interest rate for the 2025 Credit Facility is approximately 7.13% as of September 30, 2025[55]. - Interest on the 2025 Credit Facility is based on a base rate or SOFR, with margins ranging from 1.75% to 3.50% depending on the loan type[159]. Acquisitions - The Company acquired SB Software for approximately $11.4 million, enhancing operational capabilities in Europe[69]. - The Company acquired Cheq for $4.5 million, positioning itself for expansion into the sports and entertainment sectors[75]. - Goodwill of $7.8 million from the SB Software acquisition reflects expected synergies[73]. - Goodwill from the acquisition amounted to $2.0 million, reflecting expected synergies between Cheq and the Company[78]. - The Company recognized a $0.8 million loss due to the increase in the fair value of contingent consideration related to SB Software[70]. Revenue Recognition and Deferred Revenue - Deferred revenue at the end of Q3 2025 was $3,975,000, significantly higher than $1,471,000 at the end of Q3 2024, indicating a growth of 170.5%[84]. - Future performance obligations estimated to be recognized in revenue total $6,310,000 as of September 30, 2025[85]. Expenses - Total accrued expenses increased to $22.480 million as of September 30, 2025, compared to $19.748 million as of June 30, 2025[64]. - Other general and administrative expenses include marketing, bad debt expense, and various selling expenses, totaling $(2,867,000) for the period[103]. - Professional services expenses increased significantly to $(9,044,000) in 2025 from $(3,125,000) in 2024[103]. - Depreciation and amortization expenses rose to $(3,795,000) in 2025, compared to $(2,672,000) in 2024[103]. Compliance and Accounting Standards - The Company was in compliance with its financial covenants for the 2025 Credit Facility as of September 30, 2025[58]. - The Company performed an annual goodwill impairment test and did not recognize any impairment charges during the three months ended September 30, 2025[67]. - The Company is currently assessing the impact of new accounting standards on its consolidated financial statements and disclosures, including ASU 2023-09 and ASU 2024-03, which will affect future reporting periods[36][37]. Cash Management - The company invests excess cash in money market funds, which are highly liquid and marketable, earning a floating rate of interest[160]. - There are no freestanding derivative instruments held by the company as of September 30, 2025[161].

Core Viewpoint - Investors in Cantaloupe, Inc. (CTLP) should closely monitor the stock due to significant movements in the options market, particularly the high implied volatility of the Dec 19, 2025 $5 Call option [1] Company Analysis - Cantaloupe is currently rated as a Zacks Rank 4 (Sell) within the Financial Transaction Services industry, which ranks in the top 22% of the Zacks Industry Rank [3] - Over the past 30 days, the Zacks Consensus Estimate for the current quarter has increased from 7 cents per share to 8 cents per share [3] Options Market Insights - The high implied volatility suggests that options traders are anticipating a significant price movement for Cantaloupe shares, potentially indicating an upcoming event that could lead to a major rally or sell-off [2][4] - Options traders often seek out options with high implied volatility to sell premium, aiming to benefit from the decay of the option's value if the underlying stock does not move as much as expected by expiration [4]

Group 1 - Cantaloupe Inc. (NASDAQ:CTLP) experienced a 1.8% decline in stock price following a second request from the Federal Trade Commission (FTC) regarding its planned sale to 365 Retail Markets [2] - The FTC's request for additional information was received by Cantaloupe and 365 Retail on Wednesday [2]

PART I [Business](index=5&type=section&id=Item%201.%20Business) Cantaloupe, Inc. is a global leader in self-service commerce solutions, with a pending acquisition by 365 Retail Markets, LLC - Cantaloupe, Inc. is a global technology leader powering self-service commerce, offering micro-payment processing, self-checkout kiosks, mobile ordering, connected POS systems, and enterprise cloud software[15](index=15&type=chunk) Customer and Device Metrics (as of June 30) | Metric | 2025 | 2024 | Change (YoY) | | :----------------- | :----- | :----- | :----------- | | Active Customers | 34,896 | 31,466 | +11% | | Active Devices | 1.28M | 1.22M | +5% | - On June 15, 2025, Cantaloupe entered into an agreement to be acquired by 365 Retail Markets, LLC in an all-cash transaction for **$11.20 per share** of common stock, expected to close in the second half of calendar year 2025[19](index=19&type=chunk)[21](index=21&type=chunk) - The company's revenue streams consist of subscription, transaction processing, and equipment sales, with the majority derived from subscription and transaction fees[17](index=17&type=chunk) - Key growth opportunities include maximizing growth in existing customers, capitalizing on cashless and mobile payment trends globally, expanding into micro markets and smart stores, and further penetrating international and adjacent markets[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its pending merger, economic conditions, supply chain, competition, cybersecurity, and financial covenants - The pending merger with 365 Retail Markets, LLC poses risks including business disruptions, uncertainty for employees, potential adverse impact on stock price if not consummated, and significant transaction costs[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[76](index=76&type=chunk) - General economic conditions, including inflation, elevated interest rates, supply chain disruptions, and geopolitical conflicts, could adversely affect business by reducing consumer spending and impacting the company's ability to purchase devices[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) - The company's success depends on its ability to develop new products and services to address rapidly evolving market and technological changes, with failure to do so materially affecting the business[86](index=86&type=chunk)[87](index=87&type=chunk) - Substantially all service contracts with customers are terminable with thirty days' notice, making consistent demand and customer satisfaction critical to financial success[88](index=88&type=chunk) - Cybersecurity threats, system breaches, and failures of processing systems could adversely affect reputation, business, and results of operations, potentially leading to significant remedial expenses, fines, and litigation[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - Failure to comply with financial covenants under the **$100 million 2025 Credit Facility** could result in an event of default, accelerating outstanding indebtedness and materially impacting liquidity and financial position[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[135](index=135&type=chunk) [Cybersecurity](index=26&type=section&id=Item%201C.%20Cybersecurity.) Cantaloupe maintains a robust cybersecurity program with continuous monitoring, penetration testing, and CISO oversight, adhering to industry best practices - Cantaloupe's cybersecurity program safeguards information assets by monitoring threats, developing controls, and undergoing annual third-party reviews for PCI DSS and AICPA SOC compliance[136](index=136&type=chunk)[137](index=137&type=chunk) - The program includes routine external and internal penetration testing, an Incident Management Policy (IMP), and Incident Response Plan (IRP) to detect, respond to, and recover from security incidents[138](index=138&type=chunk)[139](index=139&type=chunk) - Cybersecurity oversight is led by the CISO, who reports to the CTO and the Board of Directors, possessing over **20 years of experience** and industry-recognized certifications (CISSP, CISM, PCI ISA & PCIP)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties.) Cantaloupe leases its headquarters and other facilities, deeming them adequate for current and future operational needs - Cantaloupe's headquarters are in Malvern, Pennsylvania, and it leases other facilities in Atlanta, Georgia, Denver, Colorado (sub-leased), and River Falls, Wisconsin[143](index=143&type=chunk)[144](index=144&type=chunk) - The company believes its existing facilities are sufficient for current and future needs[143](index=143&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings.) Cantaloupe is involved in routine litigation and accrues for loss contingencies, with no material pending legal proceedings reported - The company is a party to litigation and other proceedings arising in the ordinary course of business, with accruals made for probable and estimable loss contingencies[145](index=145&type=chunk) - As of the filing date, there are no material pending legal or governmental proceedings other than routine litigation incidental to the business[146](index=146&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to Cantaloupe, Inc. - Mine Safety Disclosures are not applicable to the company[147](index=147&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=31&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) Cantaloupe's common stock trades on NASDAQ, with no cash dividends declared, and its shareholder return is benchmarked against market indices - Cantaloupe's common stock is traded on The NASDAQ Global Market under the symbol "CTLP"[148](index=148&type=chunk) Stockholder and Dividend Information (as of Sep 2, 2025 / June 30, 2025) | Metric | Amount | | :-------------------------------- | :----------- | | Common Stock Holders of Record | 436 | | Preferred Stock Holders of Record | 203 | | Outstanding Common Stock (Sep 2, 2025) | 73,368,777 shares | | Accumulated Unpaid Preferred Dividends (June 30, 2025) | $19.4 million | | Preferred Stock Liquidation Preference (June 30, 2025) | $23.3 million | - No cash dividends have been declared on the company's common stock or preferred stock to date[149](index=149&type=chunk) 5-Year Cumulative Total Return (Indexed to $100 at June 30, 2020) | Index | Jun-20 | Jun-21 | Jun-22 | Jun-23 | Jun-24 | Jun-25 | | :----------------------------- | :----- | :----- | :----- | :----- | :----- | :----- | | Cantaloupe, Inc. | $100 | $169 | $80 | $114 | $94 | $157 | | US Small-Cap Russell 2000® Index | $100 | $160 | $119 | $131 | $142 | $151 | | S&P 500 Information Technology Index | $100 | $141 | $121 | $168 | $238 | $271 | [Reserved](index=29&type=section&id=Item%206.%20%5BReserved%5D.) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Cantaloupe reported strong FY2025 revenue growth, increased net income and Adjusted EBITDA, driven by transaction and subscription fees, with a pending merger Key Financial and Operational Highlights (FY2025 vs. FY2024) | Metric | FY2025 | FY2024 | Change (YoY) | | :-------------------------------- | :------- | :------- | :----------- | | Total Revenues | $302.5M | $268.6M | +13% | | Transaction Fees Revenue | $179.5M | $156.2M | +15% | | Subscription Fees Revenue | $83.6M | $75.3M | +11% | | Equipment Sales Revenue | $39.4M | $37.1M | +6.3% | | Total Dollar Volume of Transactions | $3.4B | $3.0B | +13% | | Active Devices | 1.28M | 1.22M | +5% | | Active Customers | 34,896 | 31,466 | +11% | | Net Income | $64.5M | $12.0M | +437.5% | | Adjusted EBITDA | $46.7M | $34.0M | +37.6% | - The company's revenue breakdown for FY2025 was approximately **59% from transaction fees**, **28% from subscription fees**, and **13% from equipment sales**[159](index=159&type=chunk) - Significant product launches and initiatives in FY2025 included Suites (stadiums/venues), a modernized Seed vending management system, AdVantage digital advertising program, Smart Store self-service retail solutions, Engage Pulse card readers for amusement, and the Go Micro micro market kiosk[163](index=163&type=chunk) - Cantaloupe acquired SB Software, a UK-based vending and coffee management business, enhancing its operational capabilities and market reach in Europe[163](index=163&type=chunk) - The company amended its credit facilities in January 2025, establishing a new 2025 Credit Facility with a total borrowing capacity of **$100 million**, comprising a **$40 million term loan**, a **$30 million revolving credit**, and a **$30 million delayed draw term loan**[163](index=163&type=chunk) Gross Profit and Margin (FY2025 vs. FY2024) | Metric | FY2025 | FY2024 | Change (YoY) | | :-------------------------------- | :------- | :------- | :----------- | | Total Gross Profit | $112.1M | $95.9M | +17.0% | | Total Gross Margin | 37.1% | 35.7% | +1.4 pp | | Adjusted Gross Profit (non-GAAP) | $123.8M | $102.7M | +20.6% | | Adjusted Gross Margin (non-GAAP) | 40.9% | 38.2% | +2.7 pp | Cash Flow Summary (FY2025 vs. FY2024) | Cash Flow Activity | FY2025 | FY2024 | Change (YoY) | | :-------------------------------- | :------- | :------- | :----------- | | Net cash provided by operating activities | $20.3M | $27.7M | -$7.4M | | Net cash used in investing activities | $28.1M | $18.6M | +$9.5M | | Net cash provided by (used in) financing activities | $0.1M | -$1.1M | +$1.2M | [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) Cantaloupe faces interest rate risk on its variable-rate debt, with a 100 basis point SOFR increase impacting interest expense by $0.4 million - The company is exposed to interest rate risk on its **$39.0 million** outstanding borrowings under the 2025 Credit Facility, which has variable interest rates (SOFR-based), where a **100 basis point increase in SOFR** would result in a **$0.4 million change in interest expense**[219](index=219&type=chunk) - Excess cash is invested in highly liquid money market funds that earn a floating rate of interest, and the market risk for these investments is not material[220](index=220&type=chunk) - Cantaloupe also faces foreign currency exchange rate risks on its cash investments, inventory, accounts payable, and accounts receivable, but holds no freestanding derivative instruments[220](index=220&type=chunk) [Financial Statements and Supplementary Data](index=45&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents Cantaloupe's audited consolidated financial statements, with unqualified opinions from Deloitte & Touche LLP and BDO US, P.C., and detailed financial disclosures - Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements for the years ended June 30, 2025 and 2024, and on the effectiveness of internal control over financial reporting as of June 30, 2025[227](index=227&type=chunk)[228](index=228&type=chunk) - BDO US, P.C. issued an unqualified opinion on the consolidated financial statements for the year ended June 30, 2023[237](index=237&type=chunk) - A critical audit matter identified by Deloitte was the determination of performance obligations within revenue contracts, requiring significant auditor judgment[232](index=232&type=chunk)[233](index=233&type=chunk) Consolidated Balance Sheet Highlights (as of June 30, in thousands) | Metric | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Total Assets | $381,858 | $335,568 | | Total Liabilities | $128,107 | $151,102 | | Total Shareholders' Equity | $251,031 | $181,746 | Consolidated Statements of Operations Highlights (Year ended June 30, in thousands) | Metric | 2025 | 2024 | 2023 | | :-------------------------------- | :------- | :------- | :------- | | Total Revenues | $302,548 | $268,596 | $243,641 | | Operating Income | $22,330 | $14,169 | $760 | | Net Income | $64,533 | $11,993 | $633 | | Basic EPS | $0.87 | $0.16 | $0.00 | | Diluted EPS | $0.86 | $0.15 | $0.00 | Consolidated Statements of Cash Flows Highlights (Year ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | 2023 | | :-------------------------------- | :------- | :------- | :------- | | Net cash provided by operating activities | $20,340 | $27,745 | $14,192 | | Net cash used in investing activities | $(28,135) | $(18,636) | $(51,865) | | Net cash provided by (used in) financing activities | $42 | $(1,058) | $20,475 | | Cash and cash equivalents at end of year | $51,146 | $58,920 | $50,927 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=87&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) Cantaloupe dismissed BDO USA P.C. and appointed Deloitte & Touche LLP as its auditor, with no disagreements reported despite prior material weaknesses - Cantaloupe dismissed BDO USA P.C. and appointed Deloitte & Touche LLP as its independent registered public accounting firm on October 10, 2023[434](index=434&type=chunk)[438](index=438&type=chunk) - There were no disagreements with BDO on accounting principles, financial statement disclosure, or auditing scope/procedure[435](index=435&type=chunk) - BDO's reports for FY2023 did not contain adverse or qualified opinions, but did note material weaknesses in internal control over financial reporting[436](index=436&type=chunk)[437](index=437&type=chunk) - The company did not consult Deloitte on any accounting, auditing, or financial reporting issues prior to their appointment[439](index=439&type=chunk) [Controls and Procedures](index=87&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that Cantaloupe's disclosure controls and internal control over financial reporting were effective as of June 30, 2025, with an unqualified attestation report - The company's disclosure controls and procedures were deemed effective as of June 30, 2025[441](index=441&type=chunk) - Management concluded that Cantaloupe maintained effective internal control over financial reporting as of June 30, 2025, based on the COSO framework[445](index=445&type=chunk) - Deloitte & Touche LLP issued an unqualified attestation report on the effectiveness of the company's internal control over financial reporting[446](index=446&type=chunk) - There were no material changes in the company's internal controls over financial reporting during the fourth quarter of fiscal year 2025[447](index=447&type=chunk) [Other Information](index=92&type=section&id=Item%209B.%20Other%20Information.) During the fiscal quarter ended June 30, 2025, none of Cantaloupe's directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans - No Rule 10b5-1 trading plans were adopted, modified, or terminated by directors or executive officers during the fiscal quarter ended June 30, 2025[448](index=448&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=92&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to Cantaloupe, Inc. - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[448](index=448&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=93&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) This section details Cantaloupe's Board of Directors, executive officers, and corporate governance practices, including committee structures and a Code of Conduct - The Board of Directors includes Douglas G. Bergeron (Chairman), Lisa P. Baird, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan (CEO), and Shannon S. Warren[449](index=449&type=chunk)[450](index=450&type=chunk)[452](index=452&type=chunk)[454](index=454&type=chunk)[456](index=456&type=chunk)[459](index=459&type=chunk)[463](index=463&type=chunk)[466](index=466&type=chunk)[469](index=469&type=chunk)[471](index=471&type=chunk) - Key executive officers include Ravi Venkatesan (CEO), Scott Stewart (CFO), Jeffrey Dumbrell (CRO), Gaurav Singal (CTO), Anna Novoseletsky (CLCO & General Counsel), and Jared Grachek (CAO)[469](index=469&type=chunk)[474](index=474&type=chunk)[475](index=475&type=chunk)[478](index=478&type=chunk)[479](index=479&type=chunk)[480](index=480&type=chunk)[481](index=481&type=chunk) - The company has a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, and an Insider Trading Policy to ensure compliance with securities laws[484](index=484&type=chunk)[487](index=487&type=chunk) - The Board has four standing committees: Audit & Risk, Compensation, Nominating & Corporate Governance, and Finance, with Ms. Shannon S. Warren identified as an "audit committee financial expert" and chairing the Audit and Risk Committee[485](index=485&type=chunk)[486](index=486&type=chunk) - Certain Section 16(a) reports for RSU grants to directors and executive officers were filed late due to an administrative error[483](index=483&type=chunk) [Executive Compensation](index=95&type=section&id=Item%2011.%20Executive%20Compensation.) Cantaloupe's executive compensation links pay to performance and shareholder value, with FY2025 bonuses based on Adjusted EBITDA and Revenue, and a CEO to median pay ratio of 12:1 - The company's compensation philosophy emphasizes attracting and retaining key executives, pay-for-performance, and aligning management's interests with long-term shareholder value, with a significant focus on equity awards[493](index=493&type=chunk)[494](index=494&type=chunk) FY2025 Annual Bonus Performance Metrics and Achievement | Metric | Weighting | Goal Objective | Actual Achieved | Percent Achieved | | :----------------------------- | :-------- | :------------- | :-------------- | :--------------- | | Adjusted EBITDA ($) | 40% | $47,800,000 | $46,740,000 | 93.4% | | Revenue ($) | 25% | $315,000,000 | $302,548,000 | 0% | | Monthly Recurring Revenue Growth (%) | 20% | 15% | 11% | 82.2% | | Board Discretion (%) | 15% | N/A | N/A | 120% | | **Total Corporate Percent Achieved** | | | | **71.8%** | - The estimated ratio of the annual total compensation of the CEO (**$957,707**) to the median employee (**$80,000**) for fiscal year 2025 is **12:1**[534](index=534&type=chunk)[535](index=535&type=chunk) - The Compensation Committee engaged Aon's Human Capital Solutions practice as its executive compensation consultant, determining Aon to be independent[497](index=497&type=chunk)[500](index=500&type=chunk) Potential Payments Upon Change of Control (Merger Scenario) | Named Executive Officer | Cash ($) | Equity ($) | Total ($) | | :---------------------- | :--------- | :--------- | :-------- | | Ravi Venkatesan | 1,350,000 | 1,866,538 | 3,216,538 | | Scott Stewart | 1,032,000 | 869,781 | 1,901,781 | | Jeffrey Dumbrell | 416,000 | 869,781 | 1,285,781 | | Gaurav Singal | 373,118 | 153,776 | 526,894 | | Anna Novoseletsky | 450,000 | 340,090 | 790,090 | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=111&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters.) Hudson Executive Capital LP, BlackRock, Inc., and Oakland Hills BV are major beneficial owners of Cantaloupe's common stock, with directors and officers holding 7.3% Beneficial Ownership of Common Stock (as of September 2, 2025) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class | | :-------------------------- | :---------------------------------- | :--------------- | | Hudson Executive Capital LP | 9,319,372 | 12.7% | | BlackRock, Inc. | 4,423,558 | 6.0% | | Oakland Hills BV | 3,667,000 | 5.0% | | All 5% Shareholders | 17,409,930 | 23.7% | | All directors and executive officers as a group (13 persons) | 5,364,197 | 7.3% | - As of September 2, 2025, there were **385,782 shares of Series A Preferred Stock** outstanding, with no directors or executive officers beneficially owning more than **5%** of this class[557](index=557&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=112&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) Cantaloupe's Audit and Risk Committee reviews related-party transactions, and the Board assesses director independence, confirming key directors' independent judgment - The Audit and Risk Committee reviews and approves all related-party transactions exceeding **$120,000**, ensuring terms are no less favorable than those available to unaffiliated third parties[558](index=558&type=chunk)[559](index=559&type=chunk) - The Board determined that Mr. Passilla and Mr. Harris are independent directors, concluding that their relationships would not interfere with their independent judgment[561](index=561&type=chunk)[562](index=562&type=chunk) - The company paid Optimized Payments, Inc. **$0.2 million** for payments analytics and advisory services in both fiscal years 2025 and 2024[561](index=561&type=chunk) [Principal Accounting Fees and Services](index=113&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) Cantaloupe incurred audit fees from Deloitte & Touche LLP and BDO USA, P.C., with additional audit-related fees for specific services, but no tax or other fees Principal Accounting Fees (in thousands) | Fee Type | Auditor | FY2025 (Estimated) | FY2024 | | :-------------------- | :-------- | :----------------- | :------- | | Audit Fees | Deloitte | $2,393 | $2,641 | | Audit Fees (Consent) | BDO | $250 | $375 | | Audit-Related Fees | Deloitte | $153 | $30 | | Audit-Related Fees | BDO | $50 | $0 | | Tax Fees | Deloitte | $0 | $0 | | Tax Fees | BDO | $0 | $0 | | All Other Fees | Deloitte | $0 | $0 | | All Other Fees | BDO | $0 | $0 | PART IV [Exhibits, Financial Statement Schedules](index=115&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules.) This section lists all exhibits and financial statement schedules, including the Merger Agreement, organizational documents, and various credit and employment agreements - The exhibits include the Agreement and Plan of Merger with 365 Retail Markets, LLC, Amended and Restated Articles of Incorporation, Second Amended and Restated Bylaws, and various credit and payment solutions agreements[572](index=572&type=chunk)[573](index=573&type=chunk) - Other significant exhibits cover stock incentive plans, employment agreements for executives, the Insider Trading Policy, auditor consents from Deloitte & Touche LLP and BDO USA, P.C., and certifications from the CEO and CFO[572](index=572&type=chunk)[573](index=573&type=chunk) [Form 10-K Summary](index=117&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is not applicable to the report - Form 10-K Summary is not applicable[575](index=575&type=chunk)

Financial Data and Key Metrics Changes - The meeting confirmed that sufficient votes were cast for the merger proposal and the compensation proposal to pass, with final vote counts to be reported in a current report [11]. Business Line Data and Key Metrics Changes - No specific data on business lines or key metrics was provided in the meeting. Market Data and Key Metrics Changes - No specific market data or key metrics were discussed during the meeting. Company Strategy and Development Direction and Industry Competition - The company is moving forward with a merger agreement involving multiple entities, indicating a strategic direction towards consolidation and potential growth opportunities [7][9]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during this meeting. Other Important Information - The meeting was held virtually, with 82.3% of possible votes represented, ensuring a quorum was present [5]. - The proposals included the adoption of a merger agreement and a nonbinding advisory vote on executive compensation related to the merger [8]. Summary of Q&A Session - There were no questions or answers recorded during this meeting.