|[June 15, 2012]
Leading Independent Proxy Advisory Firm Glass Lewis Recommends USA Technologies' Shareholders Vote to Elect All of USA Technologies' Director Nominees
MALVERN, Pa. --(Business Wire)--
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' (News - Alert) 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
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
In response to the Glass Lewis report, USAT issued the following
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 grwth
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.
New York, NY 10016
(212) 929-5500 (call collect)
* 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 (News - Alert), Visa, Compass, Crane and others. Visit our
website at www.usatech.com.
"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.
[ Back To Financial Technology's Homepage ]