USA Technologies, Inc. Enters Into Second Consent Agreement with JPMorgan Chase Bank
November 16 2018 - 11:01AM
Business Wire
USA Technologies, Inc. (NASDAQ: USAT) (the “Company”), a premier
digital payment, consumer engagement and logistics service provider
for the self-service retail market, today announced that the
Company has entered into a second consent letter (the “Second
Consent Agreement”), with JPMorgan Chase Bank, N.A. (the “Lender”),
relating to the Company’s Credit Agreement by and among the
Company, the Lender, and certain other parties.
The Second Consent Agreement, among other things, further
extends until December 31, 2018 the time period for delivery to the
Lender of the Company’s audited financial statements for the fiscal
year ended June 30, 2018 and the Company’s unaudited financial
statements for the fiscal quarter ended September 30, 2018, as well
as the related compliance certificates.
The first consent letter previously entered into by the Company
and the Lender had, among other things, extended until November 15,
2018 the time period for delivery to the Lender of the Company’s
audited financial statements for the fiscal year ended June 30,
2018, and the related compliance certificate.
As previously reported, the Company was unable to timely file
its Annual Report on Form 10-K for the fiscal year ended June 30,
2018 (the “Annual Report”) and its Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2018 (the “Quarterly
Report”) due to an internal investigation being conducted by the
Audit Committee of the Company’s Board of Directors into certain of
the Company’s contractual arrangements, including the accounting
treatment, financial reporting and internal controls related to
such arrangements. The investigation remains ongoing, and the Audit
Committee is working closely with its advisors to complete its
investigation in as timely a manner as possible. Once the
investigation has been completed, the Company plans to file the
Annual Report and the Quarterly Report as soon as practicable. The
Company will not be in a position to file the Annual Report or the
Quarterly Report until the Company and its independent auditor
assess the results of the investigation, and the Company implements
any remedial actions which may be deemed necessary by the Board of
Directors.
About USA Technologies, Inc.
USA Technologies, Inc. is a premier payment technology
service provider of integrated cashless and mobile transactions in
the self-service retail market. The company also provides a broad
line of cashless acceptance technologies including its NFC-ready
ePort® G-series, ePort Mobile® for customers on the go, ePort®
Interactive, and QuickConnect, an API Web service for developers.
Through its acquisition of Cantaloupe Systems, Inc.
("Cantaloupe"), the company also offers logistics, dynamic route
scheduling, automated pre-kitting, responsive merchandising,
inventory management, warehouse and accounting management
solutions. Cantaloupe is a premier provider of cloud and mobile
solutions for vending, micro markets, and office coffee
services.
Forward-looking Statements:
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995: All statements other than statements of
historical fact included in this release are forward-looking
statements. When used in this release, words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” and similar expressions,
as they relate to the Company or its management, identify forward
looking statements. Such forward-looking statements are based on
the beliefs of the Company’s management, as well as assumptions
made by and information currently available to the Company’s
management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of
certain factors, including but not limited to, uncertainty as to
the scope, timing and ultimate findings of the internal
investigation; the costs and expenses relating thereto; the impact
of the internal investigation on the Company, its management and
operations, including potential financial impact on the Company;
the risk of litigation or regulatory action arising from the
internal investigation and its findings or from the failure to
timely file the Annual Report or Quarterly Report; the ability of
the Company to regain and maintain compliance with Nasdaq’s
continued listing requirements; the timing of the review by, and
the conclusions of, the Company’s independent auditor regarding the
investigation and its impact on the financial statements; possible
default by the Company under its credit facility; the potential
identification of control deficiencies, including potential
material weaknesses in internal control over financial reporting
and the impact of the same; potential reputational damage that the
Company may suffer as a result of the matters under investigation;
the impact of the pendency of the investigation on the value of the
Company’s common and preferred stock; and the risk that the filing
of the Annual Report or Quarterly Report will take longer than
currently anticipated. Readers are cautioned not to place undue
reliance on these forward-looking statements. Any forward-looking
statement made by us speaks only as of the date of this release.
Unless required by law, the Company does not undertake to release
publicly any revisions to these forward-looking statements to
reflect future events or circumstances or to reflect the occurrence
of unanticipated events.
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Media:Joele Frank, Wilkinson Brimmer KatcherTim Lynch / Meaghan
Repko+1 212-355-4449orInvestors:Blueshirt GroupMonica Gould, +1
212-871-3927monica@blueshirtgroup.com
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