ADMINISTRATIVE PROCEEDING
File No. 3-21483

June 5, 2023 - The Securities and Exchange Commission today announced settled charges against a Malvern, PA-based publicly-traded company, Cantaloupe, Inc. (f/k/a USA Technologies, Inc.) ("USAT") arising out of improper revenue recognition practices beginning in the fourth quarter of Fiscal Year 2017 through the third quarter of Fiscal Year 2018. As a result, USAT filed with the Commission materially misstated financial statements in its annual, quarterly, and current reports filed with the Commission during the period.

According to the SEC's order, under which USAT neither admitted nor denied the SEC's findings, USAT attempted to maximize end-of-quarter revenue and meet its internal sales targets in two ways. First, they entered into purported bill-and-hold sales transactions that did not conform to the relevant accounting standards at the time of the transactions or the company's publicly-stated sales and revenue recognition policies. Second, they inflated quarterly sales revenue by deliberately shipping devices to its customers that the customers had not ordered or explicitly told USAT they did not want in the face of inventory shortfalls.

USAT consented to the entry of the SEC's order finding that the firm violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder. Without admitting or denying the findings, USAT agreed to a cease-and-desist order and a $1.5 million civil penalty to settle the charges. These sanctions reflect consideration of USAT's cooperation and remediation. The SEC also brought settled charges against two former officers of USAT for their role in this conduct. See Order - Maeve M. Duska and Order - Michael K. Lawlor. 

The SEC's investigation was conducted by Michael McGraw and supervised by Brendan McGlynn, Scott A. Thompson, and Nicholas P. Grippo of the Philadelphia Regional Office.