USA Technologies Sends Letter to Shareholders
Highlights Company’s Strategic and Financial Plan, Recent Positive Results, Timetable for Profitability and Inaccurate Assertions Made by Dissidents
MALVERN, Pa.–(BUSINESS WIRE)– USA Technologies, Inc. (NASDAQ: USAT) (the “Company”) today issued the following letter to the Company’s shareholders urging them to reject any proxy solicitation and not to sign any blue proxy cards they may receive from dissident shareholders Bradley Tirpak and Craig Thomas (the “Dissidents”). On November 19, 2009 the Dissidents filed a preliminary proxy statement with the Securities and Exchange Commission announcing their plans to launch a proxy contest seeking to elect three directors, including Mr. Tirpak, to the Board of Directors of the Company. The complete text of the Company’s letter to shareholders follows:
November 24, 2009
Dear Fellow Shareholders:
As set forth in our November 20, 2009 letter, Bradley Tirpak and Craig Thomas (the “Dissidents”) intend to engage in a costly and disruptive proxy contest in an attempt to elect three less qualified candidates to our Board of Directors in lieu of the three highly qualified independent Director nominees of USA Technologies, Inc. (“USAT” or the “Company”) at our upcoming December 15, 2009 annual meeting of USAT shareholders (the “Annual Meeting”). We urge you to reject the Dissidents’ solicitation and instead vote the Company’s WHITE proxy card.
I believe that the Dissidents have taken their actions in order to elect their candidates despite what is in the best interests of the Company and its shareholders, and regardless of who are the most qualified candidates.
In this regard, I would like to provide you with the following background:
YOUR BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT YOU VOTE AGAINST THE DISSIDENTS’ BOARD NOMINEES
The reasons for opposing the Dissidents’ nominees are many. Here are a critical few:
I. USAT HAS A STRATEGIC PLAN TO INCREASE SHAREHOLDER VALUE
The Strategic Plan
The number one priority of our nominees and the current Board is enhancement of shareholder value. To achieve that goal, current management has devised Plan, which is already in place and is yielding positive operational and financial results. The Plan includes strategic initiatives that seek to:
Elements Of The Plan
The Plan devised by the Company is clearly focused on generating positive net income by quarter ending December 31, 2010, and has the following elements:
Leveraging our Existing Customers/Partners: USAT has a solid base of key customers across multiple markets (vending, kiosk, etc.) that have deployed our solutions. We have worked to build these relationships, drive future deployments, and develop customized network interfaces. Our customers have seen the benefits of our products and services first-hand and represent the largest opportunity to scale our solution. These customers are a key component of our plan to drive sales.
Focusing on Diversifying our Customer Portfolio: USAT is driving additional growth via expansion in ‘non-vending’ segments of the small ticket unattended cashless transaction market (e.g., kiosk, laundry, car wash).
Expanding Distribution in Core Markets: USAT has worked to develop a strong market presence in the vending and energy markets. Increasing sales and distribution to our largest customers is important to the long-term success of the Company, but we are intently focused on building a broader base of customers within these core markets to drive long term revenue and value. Our efforts in this regard have led to 75 new customers in the last quarter.
Improving Scalability: USAT has invested so that our products and services (e.g., Manufacturing, Network Services, Customer Services, Technical Support, Deployment) can handle our ever-increasing customer base and divergent markets, and operate efficiently and effectively across broad applications.
Providing Innovative Products and Services: Maintaining our market leadership is vital. We plan to continually innovate in order to meet our customers’ existing and future needs and to effectively differentiate and distance ourselves from the competition.
Leveraging Intellectual Property: USAT has been granted 71 patents for its work in unattended payment processing, networking and energy management devices. In addition, we own numerous trademarks, copyrights, design rights and trade secrets. USAT will continue to leverage this intellectual property to add value for customers, attain an increased share of the market, address competition and generate licensing revenues.
Improving Profit Margins: As USAT works to increase overall sales and revenue, we expect an increase in gross profits through reducing COGS and through favorable supply agreements with vendors.
Increasing Our Revenues: For the ePort product line, we are continuing to leverage our growing and existing customer base of over 600 bottlers/operators as of September 30, 2009. Specifically, leverage results of summarized operational data from the over 7.4 million cashless and 29.0 million cash transactions fed into the network on a quarterly basis from installed base of terminals. By analyzing this data, we can better guide our customers on how best to deploy cashless technology, thus fostering maximum ROI for our customers and future, repeat and larger quantity orders as they roll out to a larger population of their vending base.
Reducing Our Cost of Sales: Throughout the Company’s history, it has actively sought, through its significant investment in research and development, to reduce the cost of its products and services. This is most recently evidenced by the introduction of two, new lower retail priced ePort terminals, namely the $199 Edge and the $329 G8. Just one year ago retail pricing for our G7 was $425.
Reducing Our Selling, General and Administrative (SG&A) Expenses: During fiscal years 2008 and 2009, the Company initiated efforts to reduce its SG&A expenses. In order to attempt to improve our operating results, we took appropriate actions during the third and fourth quarters of fiscal year 2008 and, again, during the third quarter of fiscal year 2009 to reduce our cash-based SG&A expenses. These actions consisted of staff reductions and related costs as well as and reductions in our controllable costs. Prior to these reductions, our cash-based SG&A expenses were approximately $4,753,000 for the quarter ended December 31, 2007. Our cash-based SG&A expenses for the most recently completed quarter, ended September 30, 2009, were approximately $3,432,000, a reduction of quarterly SG&A expenses of approximately $1,321,000 or 28%.
The Company plans to further reduce SG&A expenses in future quarters.
Inherent in the Plan is a firm focus on the customer, a commitment to providing superior service, and a dedication to adding incremental value to our customers’ business each day.
II. PATH TO PROFITABILITY
At a time when many businesses are faltering due to poor economic conditions, USAT has continued to produce steadily improving results. To date, the execution of the Plan has resulted in improving quarterly results, consistent reduction in losses, creation of a broad customer base, and development of four new promising products.
We expect our EBITDA loss to continue to decrease as the Company adds additional connections to its network. The planned connections to our network are shown on the chart below entitled “Roadmap to Profitability and Beyond”. The increased base of connections will help drive quarter over quarter increases in our recurring revenues from license and transaction fees. The increasing recurring revenue, coupled with the revenue from equipment sales, we expect will lead to the Company achieving positive net income for the quarter ended December 31, 2010.
See Graph 1: Roadmap to Profitability.
Management anticipates hitting the following milestones as our installed base increases per the illustration above:
Recent achievements that may be credited to the successful execution of the Plan include:
See Graph 2: USAT Results to Date – Cashless Terminals Installed Base by Quarter.
See Graph 3: USAT Results to Date – Transaction Volume by Quarter.
III. THE COMPANY HAS AN EXPERIENCED BOARD AND MANAGEMENT TEAM WITH THE REQUIRED SKILL SET TO SUCCESSFULLY EXECUTE THE PLAN
Qualified Board and Management
The Company is positioned to continue executing the Plan with the help of:
Appropriately-Sized Team of Skilled Employees
USAT is a highly complex enterprise, and is correctly sized to serve its existing customer base, achieve profitability, and position the Company for rapid growth as adoption of its technology accelerates. Your Board and management team strongly believe that resources have been mobilized in a thoughtful manner to execute the Plan.
There are many ‘moving parts’ associated with the delivery of the Company’s products and services on a daily basis, such as:
The Dissidents’ suggestion in the Dissidents’ Preliminary Proxy Statement that the Company has not employed the resources of the Company prudently in this regard is ill-informed and naïve. Their statements reveal a lack of understanding of the complexities of our technology and services, and the markets we operate in.
The Company strongly believes that it has sized itself correctly to execute the Plan, and achieve profitability. During this period, it is imperative that the Company maintain the necessary infrastructure to serve its existing customers well, continue to innovate to maintain its leadership position, and be prepared for the expected upward spiral of rapid market adoption. Management, the Board and the employees are clearly focused on and dedicated to our mission of creating shareholder value and have the requisite skills and abilities.
IV. THE DISSIDENTS LACK THE APPROPRIATE SKILL SET FOR OUR BUSINESS
High Standards Set for Nominees to your Board
Your Board’s nominating committee comprehensively screens all potential candidates before making recommendations to you, thus setting a high standard for anyone wishing to serve on the Board. Among the criteria used by your Board’s nominating committee to judge nominees to the Board are:
Having examined the backgrounds of all three of the Dissidents’ nominees, we have concluded that none of them meets the high standards that have been set for Board nominees.
Bradley Tirpak Settled Securities Fraud Action and Has No Public Company Leadership
Mr. Tirpak is a former hedge fund manager. Mr. Tirpak was one of two defendants in a class action lawsuit alleging securities fraud that was settled through the payment of $2,250,000 by the defendants. See: “http://www.usatech.com/dl/class_action_litigation.pdf” for certain court documents relating to the class action. Several of the hedge firms he worked for in the past have strategies of high-portfolio turnovers, with no apparent interest in creating long-term value. In addition, we are concerned that, in the Dissidents’ Preliminary Proxy Statement, Mr. Tirpak has not provided any background information for himself for the years 1997, 1998 and 1999 – the very years during which the class action litigation was pending against him.
Alan Gotcher Was Forced to Resign From Altair Technologies (ALTI), Which Has Posted Approximately $77 Million in Losses over the Last Three Years
Until February 2008, Mr. Gotcher was President and CEO of Altair Nanotechnologies, Inc. During his stewardship, Altair’s net losses steadily increased. On February 27, 2008, he agreed to resign as President and CEO of Altair. According to a press account, the company’s board “determined that the level of progress made at this point in the development timeline of the company did not keep pace with the expectations that were set.”1
During the 2007 calendar year, Altair lost $31,470,621 and had revenues of only $9,108,483. At the time of his resignation, Gotcher directly owned only 164,716 shares of Altair’s common stock, of which 84,502,576 shares were issued and outstanding, representing only 0.19% of the issued and outstanding shares. Further, according to publicly filed documents of Altair, for the year 2007, when Altair lost over $31 million, Gotcher received a bonus of $776,318 ($428,600 of which was cash and $347,718 of which was stock), of which $459,451 was discretionary.
1 “Altairnano CEO Alan Gotcher Ousted,” Cleantech Group News report dated February 29, 2008. http://www.usatech.com/dl/Article_on_Gotcher_and_Altairnano.pdf
Peter Michel Presides Over iSECUREtrac Corp (ISEC.OB), an OTC BB Company With a $4.7 Million Market Cap and $22.4 Million In Negative Shareholder Equity
Since August 4, 2006, Mr. Peter Michel has been the CEO and President of iSECUREtrac Corp., a bulletin board company. On January 3, 2006, public records indicate that the price of the stock was $1.85. As of November 20, 2009, the stock was trading at $0.43. During the calendar year ended December 31, 2008, the Company had a loss of $5,825,000, and had revenues of only $9,702,000. Mr. Michel currently directly owns only 80,630 shares of iSECUREtrac’s common stock, of which 10,816,392 shares are issued and outstanding, representing only 0.69% of the issued and outstanding shares.
From May 23, 2005 to July 8, 2005, Mr. Michel served as the President and CEO of General Fiber Communications. On July 8, 2005, that company filed for Chapter 7 bankruptcy protection.
Your Board believes that an alleged securities law violator, a corporate executive of a bankrupt company and a corporate executive who was ousted from his job would not serve our shareholders well as directors of USAT.
V. THE DISSIDENTS’ LACK OF AN APPROPRIATE PLAN COULD DESTROY SHAREHOLDER VALUE
As mentioned above, a strategic business plan is required for a business to thrive. It is both an essential and indispensable ingredient for increasing shareholder value. The failure of the Dissidents to articulate any strategic plan, let alone an appropriate one, is troubling since poor economic conditions do not provide second chances for success. For a seamless continuation of your Company’s improving performance, any delay in proposing and implementing an effective and workable strategic business and financial plan has the potential to slow down the pace of, or even reverse, the Company’s recent operational and financial gains.
YOUR INACTION OR FAILURE TO VOTE THE WHITE PROXY CARD COULD PLAY INTO THE DISSIDENTS’ HANDS
As explained in detail in our proxy materials, the directors of your Board are elected by a plurality of votes. In other words, the nominees with the most votes will be elected. Therefore, we urge you to take action and send in the Company’s enclosed WHITE proxy card and disregard the Dissidents’ blue proxy card. Your inaction may indirectly benefit the Dissidents who have apparently already been contacting some of our shareholders.
YOUR VOTE IS IMPORTANT – RE-ELECT YOUR DIRECTORS BY VOTING THE WHITE PROXY CARD
Your vote is important, no matter how many or how few shares you own. To vote your shares, please sign, date and return the enclosed WHITE proxy card by mailing it in the enclosed preaddressed, stamped envelope. You may also vote by phone or Internet by following the instruction on the enclosed proxy card.
If you have any questions or need any assistance voting your shares, please contact MacKenzie Partners, Inc., which is assisting the Company in this matter, toll-free at (800) 322-2885, (212) 929-5500 or USAT@mackenziepartners.com.
USAT has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies and as an advisor to USAT for its proxy solicitation for fees not to exceed $75,000, plus out-of-pocket expenses. MacKenzie Partners may solicit proxies by mail, advertisement, telephone, via the Internet or in person. MacKenzie Partners will employ approximately 30 people to solicit USAT’s shareholders. In addition, and as stated in USAT’s proxy statement, directors, officers and other employees of USAT may solicit proxies in connection with the special meeting, none of whom will receive additional compensation for such solicitations.
We will continue to keep you informed on this matter. Thank you for your continued support and confidence.
Sincerely,
George R. Jensen, Jr.Chief Executive Officer
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. The Company has agreements with AT&T, Honeywell, Blackboard, MasterCard and others.
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, 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 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, business, financial market and economic conditions, including but not limited to, the ability of the Company to retain key customers from whom a significant portion of its revenues is derived; the ability of the Company to compete with its competitors to obtain market share; the ability of the Company to estimate, anticipate, or control its cash and non-cash expenses, costs, or charges; or the ability of the Company to obtain widespread and continued commercial acceptance of it products or services. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us in this shareholder letter speaks only as of the date of this shareholder letter. 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.
Important Additional Information
USA Technologies, Inc. (“USAT” or the “Company”) filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on October 27, 2009 in connection with the Annual Meeting of Shareholders to be held on December 15, 2009, and mailed the definitive proxy statement and a WHITE proxy card to shareholders, as well as additional soliciting materials. USAT and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with such meeting. The Company’s shareholders are strongly advised to read USAT’s proxy statement as it contains important information. Shareholders may obtain an additional copy of USAT’s definitive proxy statement and any other documents filed by the Company with the SEC for free at the SEC’s website at http://www.sec.gov. Copies of the definitive proxy statement are available for free at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=14591. In addition, copies of the Company’s proxy materials may be requested at no charge by contacting MacKenzie Partners, Inc. at 1-800-322-2885 or via email at USAT@mackenziepartners.com. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of USAT’s shareholders is available in USAT’s definitive proxy statement filed with SEC on October 27, 2009.
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