USA TECHNOLOGIES, INC.
|
(Name of Registrant as Specified in Its Charter)
|
S.A.V.E. PARTNERS IV, LLC
LOCKE PARTNERS I LLC
JOHN S. IOANNOU
AJOY H. KARNA
RODMAN K. REEF
ANDREW SALISBURY
CRAIG W. THOMAS
BRADLEY M. TIRPAK
GEORGE WALLNER
JAMES W. STUCKERT REVOCABLE TRUST U/A DTD 2/10/86 AMENDED & RESTATED 2/7/07
DIANE V. STUCKERT REVOCABLE TRUST U/A DTD 8/7/03
JAMES W. STUCKERT
DIANE V. STUCKERT
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
·
|
Despite increased connections in fiscal 2012, the stock price has decreased. On May 29, 2012, USAT reported that the number of devices connected to its network went from 119,000 on June 30, 2011 to approximately 155,000. Approximately 58% of the new units added through March 31, 2012 are attributable to the JumpStart Program. However, despite the increased connections, the stock price declined over 36% from $2.22 on June 30, 2011 to $1.42 on May 29, 2012. Contrary to USAT’s contention, SAVE believes this is indisputable evidence that the JumpStart model needs to be revamped through a focus on lower cost hardware. SAVE believes that reducing the cost of the Company’s hardware is critical to accelerating the return on investment on JumpStart, thereby maximizing the return on shareholders’ investments. USAT belittles our “fixation” on hardware. We believe USAT should take a lesson from Apple, whose extraordinary success is, in our view, due largely to its ability to innovate and use low-cost hardware to connect users to value-added services and a diverse array of applications, a business model that SAVE wants to emulate for USAT’s devices.
|
·
|
Despite burning through over 50% of the cash on its balance sheet in fiscal 2012, the Board now proposes to add debt. In the first nine months of fiscal 2012, the Company’s cash on its balance sheet decreased from approximately $13.0 million to approximately $6.2 million. Yet, on June 6, 2012, the Company announced a commitment letter for a $3 million asset based credit line from Avidbank. The interest rate and security for the financing were not disclosed. The Company stated this financing arrangement represents part of its plan to maintain “a healthy balance sheet.” To the contrary, we believe it is a sign of extreme financial instability for the Company to be incurring debt on top of continuing negative cash flows. When a company is burning through cash at USAT’s rate, we believe it should be focused on cutting costs, rather than taking on debt and potentially putting shareholders at risk by subordinating them to a secured lender.
|
·
|
USAT is now tempting shareholders with visions of profits. In its June 8, 2012 letter to shareholders, USAT stated that it expected to achieve quarterly net income for the quarter ending December 31, 2012 (subject to five significant assumptions in a footnote at the end of the letter). However, only four months earlier, on the Company’s February 8, 2012 earnings call, CEO Stephen Herbert stated, “We are not at this point prepared to point to a certain quarter and say that this is the quarter when we expect to generate positive cash flow.” In just over one quarter, and in the midst of a proxy contest, USAT went from being unable to predict positive cash flow to glowing expectations of profits. We believe this startling about-face demonstrates the utter lack of credibility of USAT’s current leadership when it comes to forecasting the Company’s future results.
|
·
|
Recruit the best team to operate the business;
|
·
|
Develop a focused strategy with appropriate attention to cost controls and technology innovation;
|
·
|
Design appropriate incentives for high-performing employees throughout the organization - not just senior management; and
|
·
|
Hold management accountable.
|
Sincerely,
|
|
/s/ Bradley M. Tirpak | /s/ Craig W. Thomas |
Bradley M. Tirpak | Craig W. Thomas |