USA Technologies, Inc. (NASDAQ:
USAT) (“USAT” or the” Company”), a leader of wireless, cashless
payment and M2M telemetry solutions for self−serve, small−ticket
retailing industries, today announced that Glass Lewis & Co.
(“Glass Lewis”), one of the nation’s leading proxy advisory firms,
has recommended that USA Technologies’ shareholders vote FOR
all nine director nominees on the WHITE proxy card at USA
Technologies’ 2012 Annual Meeting of Shareholders to be held on
Thursday, June 28, 2012.
In its June 14, 2012 report, Glass Lewis lauded USA
Technologies’ progress, particularly in the areas of governance,
EBITDA turnaround, and LTM revenue growth, and concluded: “…from an
operating standpoint, the Company appears to be making headway
under the current board and management team towards achieving
greater growth and potential profitability……we believe that
shareholders would be best served supporting management's slate of
director nominees at this time.”*
The Glass Lewis report continued: “We also note that Mr. Herbert
was only recently appointed as the full-time CEO of the Company in
late November 2011 (after having served in such capacity on an
interim basis since October 2011). In light of the significant
degree of board level turnover and the appointment of a new CEO, we
believe that management and the incumbent board should be afforded
ample opportunity to execute its strategy.”*
The report further noted that: “For the most recent fiscal
quarter ended March 31, 2012, being the first full quarter that Mr.
Herbert has served as CEO, the Company recorded a positive
quarterly EBITDA of approximately $253,000, an improvement over the
negative quarterly EBITDA figures recorded by the Company over the
prior four quarters. Management has also intimated that its
strategy is on track and expects the Company to record a positive
Adjusted EBITDA for the upcoming quarter.”*(1)
In response to the Glass Lewis report, USAT issued the following
statement:
We are extremely pleased that Glass Lewis
supports the election of all of USAT’s highly-qualified and
experienced director nominees. This recommendation further enforces
our belief that Mr. Herbert and the eight other nominees are best
suited to help steer USAT effectively and efficiently in order to
achieve its full potential as we push forward on executing our
strategic plan to set USAT on a path to sustained growth and
profitability. Glass Lewis recognizes, as we do, that our plan is
beginning to deliver positive results and that our nominees have
the qualifications necessary to most effectively lead USAT and to
deliver value to all our shareholders.
They also echo our sentiment that the
dissidents are in fact disingenuous in shirking all responsibility
for the allegations they make given their prior board
representation.
Consequently, we strongly recommend all USAT
shareholders carefully evaluate the positive progress raised by
this third party independent advisor and protect the value of their
investment by voting FOR our Director nominees on the
WHITE proxy card today.
USAT shareholders are reminded that their vote is important, no
matter how many shares they own. Whether or not they attend the
Annual Meeting, the Company recommends shareholders to vote today
by telephone, by Internet, or by signing and dating the
WHITE proxy card and returning it as soon as possible. The
Company encourages shareholders NOT to return or otherwise vote any
proxy card sent to you by S.A.V.E.
Shareholders who have questions about how to vote their shares,
or need additional assistance, should contact MacKenzie Partners,
Inc., which is assisting USA Technologies in connection with this
year’s Annual Meeting, at 800-322-2885.
If you have any questions, require assistance in voting your
shares, or need additional copies of USAT’s proxy materials, please
call MacKenzie Partners at the phone numbers listed below.
-----------------------MacKenzie Partners,
Inc.105 Madison AvenueNew York, NY 10016(212) 929-5500 (call
collect)ORTOLL-FREE (800) 322-2885-----------------------
* Permission to use quotations was neither sought nor
received.
(1) A description of Adjusted EBITDA, a non-GAAP financial
measure, and a reconciliation of net loss to Adjusted EBITDA for
the quarter ended March 31, 2012, is set forth in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2012 which has
been filed with the Securities and Exchange Commission. Management
notes that the anticipated positive Adjusted EBITDA for the quarter
ending June 30, 2012 excludes the costs associated with the proxy
contest.
About USA Technologies:
USA Technologies is a leader in the networking of wireless
non-cash transactions, associated financial/network services and
energy management. USA Technologies provides networked credit card
and other non-cash systems in the vending, commercial laundry,
hospitality and digital imaging industries. USAT has been granted
79 patents and has agreements with Verizon, Visa, Compass, Crane
and others. Visit our website at www.usatech.com.
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, including without
limitation the financial position, anticipated connections to our
network, business strategy and the plans and objectives of the
Company's management for future operations, are forward-looking
statements. When used in this release, words such as "anticipate",
"believe", "estimate", "expect", "intend", and similar expressions,
as they relate to USAT or its management, identify forward-looking
statements. Such forward-looking statements are based on the
beliefs of USAT's management, as well as assumptions made by and
information currently available to USAT'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, business, financial market and
economic conditions, including but not limited to, the ability of
USAT to retain key customers from whom a significant portion of its
revenues is derived; the potential costs and management
distractions attendant to Mr. Tirpak’s nomination of himself and
six other candidates as director nominees at the 2012 annual
meeting of shareholders; the outcome of the proxy contest and
related litigation; whether the actions of our former CEO which
resulted in his separation from USAT or the Securities and Exchange
Commission’s investigation would have a material adverse effect on
the future financial results or condition of USAT; the ability of
USAT to compete with its competitors to obtain market share; the
ability of USAT to obtain widespread commercial acceptance of it
products; and whether USAT's existing or anticipated customers
purchase ePort devices in the future at levels currently
anticipated by USAT. Readers are cautioned not to place undue
reliance on these forward-looking statements. Any forward-looking
statement made by us in this release speaks only as of the date of
this release. Unless required by law, USAT 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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