USA Technologies Inc (USAT)

Not the day to be with you...even those holding this stock up failed today..

Probably down in Florida scoping for spring-breakers, no doubt

So as soon as this stock starts going up everybody disappears? All by myself...

Stock gains are starting to pick up....

So selling stock below market and borrowing money that they will pay each other, seems no different then what management had done the last 5 years. Really looking to see CEO, Board and management with new and more stock options and/or raises in pay soon just as last management did for years.

Lower cost of borrowing --->>> FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event reported): March 2, 2021
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania

001-33365

23-2679963
(State or other jurisdiction of incorporation
or organization)


(Commission
File Number)

(IRS employer
identification number)

100 Deerfield Lane, Suite 300

Malvern, Pennsylvania

19355
(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: 610-989-0340
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
USAT
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?



Item 1.01 Entry into a Material Definitive Agreement.

On March 2, 2021, USA Technologies, Inc. (the “Company”) entered into an amendment (the “First Amendment”) to the credit agreement, dated as of August 14, 2020 (the “Credit Agreement”), by and among the Company, as the borrower, its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as lender and administrative agent (the "Lender").

Pursuant to the First Amendment, the Lender agreed to lower the interest rate charged to the borrower under the facility as follows:

(i) the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement was amended to change the Applicable Rate for the period from March 2, 2021 through December 31, 2021 from those set forth in Category 1 to those set forth in Category 2; and
(ii) each reference to “1.00%” in the following definitions in Section 1.01 of the Credit Agreement was changed to “0.75%”: Adjusted One Month LIBOR Rate”, “Benchmark Replacement”, “Federal Funds Effective Date”, “Interpolated Rate”, “LIBOR Screen Rate”, “NYFRB Rate”, and “Unadjusted Benchmark Replacement.”

The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of such agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
10.1
First Amendment to Credit Agreement by and among the Company, its subsidiaries, and JPMorgan Chase Bank, N.A., dated March 2, 2021.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


USA TECHNOLOGIES, INC.




By:
/s/ Davina Furnish


Davina Furnish


General Counsel and Secretary


Dated: March 4, 2021







Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2021, by and among USA TECHNOLOGIES, INC., a Pennsylvania corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
W I T N E S E T H :
WHEREAS, Borrower, the other Loan Parties party thereto, the Lenders, and Administrative Agent have executed and delivered that certain Credit Agreement dated as of August 14, 2020 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
WHEREAS, Borrower has requested that Administrative Agent and Lenders amend certain provisions of the Credit Agreement as set forth herein, and Administrative Agent and the Lenders party hereto have agreed to such amendments, subject to the terms and conditions hereof.
NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, Borrower, Administrative Agent, and the Lenders party hereto hereby covenant and agree as follows:
SECTION 1. Definitions. Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement from and after the date hereof refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment to Credit Agreement.
(a) Section 1.01 of the Credit Agreement is amended to add the following in appropriate alphabetical order:
“First Amendment Effective Date” means March 2, 2021.
(b) The introductory clause of the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended so that it reads, in its entirety, as follows:
“Applicable Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Revolving Commitment CBFR Spread”, “Revolving Commitment Eurodollar Spread” “Term A Loan CBFR Spread”, “Term A Loan Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon the Borrower’s Total Leverage Ratio as of the most recent determination date, provided that until but not including the First Amendment Effective Date, the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 1 and on and including the First






Amendment Effective Date through December 31, 2021, the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 2:
(c) Each reference to “1.00%” in the following definitions in Section 1.01 of the Credit Agreement is hereby amended to read “0.75%”: “Adjusted One Month LIBOR Rate”, “Benchmark Replacement”, “Federal Funds Effective Date”, “Interpolated Rate”, “LIBOR Screen Rate”, “NYFRB Rate”, and “Unadjusted Benchmark Replacement.”
SECTION 3. Conditions Precedent. This Agreement shall become effective only upon satisfaction of the following conditions precedent on or before the date hereof:
(a) execution and delivery of this Agreement by Borrower, the other Loan Parties, Administrative Agent, and the Required Lenders;
(b) execution and delivery by the Guarantors of the Consent, Reaffirmation, and Agreement of Guarantors attached hereto; and
(c) Borrower shall have paid to Administrative Agent, for the account of the applicable parties, all fees and expenses (including legal fees and expenses) due and payable under the Credit Agreement and in connection with this Agreement.
SECTION 4. Miscellaneous Terms.
(a) Loan Document. For avoidance of doubt, Borrower, Administrative Agent, and the Lenders party hereto hereby acknowledge and agree that this Agreement is a Loan Document.
(b) Effect of Agreement. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Loan Parties. Except to the extent otherwise expressly set forth herein, the amendments set forth herein shall have prospective application only from and after the date of this Agreement.
(c) No Novation or Mutual Departure. Borrower expressly acknowledges and agrees that (i) there has not been, and this Agreement does not constitute or establish, a novation with respect to the Credit Agreement or any of the other Loan Documents, or a mutual departure from the strict terms, provisions, and conditions thereof, other than with respect to the amendments contained in Section 2 above, and (ii) nothing in this Agreement shall affect or limit Administrative Agent or any Lender’s right to demand payment of liabilities owing from any Loan Party to Administrative Agent or the Lenders under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default under the Credit Agreement or the other Loan Documents.
(d) Ratification. Borrower (i) hereby restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Credit Agreement and the other Loan






Documents to which it is a party effective as of the date hereof and (ii) restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof and with specific reference to this Agreement and any other Loan Documents executed or delivered in connection herewith (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct in all material respects as of such date).
(e) No Default. To induce Administrative Agent and the Lenders to enter into this Agreement and to continue to make advances pursuant to the Credit Agreement (subject to the terms and conditions thereof), Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default, and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of Borrower or any other Loan Party or arising out of or with respect to any of the Loans or other obligations of Borrower or any other Loan Party owed to Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document.
(f) Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Agreement may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of the Agreement.
(g) Fax or Other Transmission. Delivery by one or more parties hereto of an executed counterpart of this Agreement via facsimile, telecopy or other electronic method of transmission pursuant to which the signature of such party can be seen (including Adobe Corporation’s Portable Document Format or PDF) shall have the same force and effect as the delivery of an original manually executed counterpart of this Agreement or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall also deliver an original executed counterpart thereof, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form.
(h) Recitals Incorporated Herein. The preamble and the recitals to this Agreement are hereby incorporated herein by this reference.
(i) Section References. Section titles and references used in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.






(j) Further Assurances. Borrower agrees to take, at Borrower’s expense, such further actions as Administrative Agent shall reasonably request from time to time to evidence the amendments set forth herein and the transactions contemplated hereby.
(k) Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.
(l) Severability. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

[SIGNATURES ON FOLLOWING PAGES.]






IN WITNESS WHEREOF, Borrower, Administrative Agent, and the Lenders party hereto have caused this Agreement to be duly executed under seal by its duly authorized officer as of the day and year first above written.


BORROWER:



USA TECHNOLOGIES, INC.



By:
/s/ Sean Feeney

Name: Sean Feeney

Title: CEO



ADMINISTRATIVE AGENT AND LENDERS:



JPMORGAN CHASE BANK, N.A., individually, and as Administrative Agent, Lender, Swingline Lender and Issuing Bank



By:
/s/ Eleftherios Karsos

Name: Eleftherios Karsos

Title: Authorized Officer








CONSENT, REAFFIRMATION, AND AGREEMENT OF GUARANTORS

Each of the undersigned (a) acknowledges receipt of the foregoing First Amendment to Credit Agreement (the “Agreement”); (b) consents to the execution and delivery of the Agreement; and (c) reaffirms all of its obligations and covenants under the Credit Agreement (as defined in the Agreement) and all of its other obligations under the Loan Documents to which it is a party, and, agrees that none of its obligations and covenants shall be reduced or limited by the execution and delivery of the Agreement or any of the other instruments, agreements or other documents executed and delivered pursuant thereto.
This Consent, Reaffirmation, and Agreement of Guarantors (this “Consent”) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Consent may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of the Consent. Delivery by one or more parties hereto of an executed counterpart of this Consent via facsimile, telecopy or other electronic method of transmission pursuant to which the signature of such party can be seen (including Adobe Corporation’s Portable Document Format or PDF) shall have the same force and effect as the delivery of an original manually executed counterpart of this Consent or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Any party delivering an executed counterpart of this Consent by facsimile or other electronic method of transmission shall also deliver an original executed counterpart thereof, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Consent. The words “execution,” “signed,” “signature,” and words of like import in this Consent shall be deemed to include electronic signatures or the keeping of records in electronic form.
As of March 2, 2021


GUARANTORS:



USAT CAPITAL CORP LLC



By:
/s/ Davina Furnish
Name: Davina Furnish
Title: Secretary – USA Technologies, Inc.




CANTALOUPE SYSTEMS, INC.



By:
/s/ Sean Feeney
Name: Sean Feeney
Title: President & CEO

Let's say your accusation during Covid-19 rings hollow. Hudson took over just in time for an unprecedented pandemic that shut down a majority of their customers' unattended locations.

If not shut down, the locations suffered from stay at home orders and employees telecommuting.

Most have sold them on the idea they have a plan to get stock up to $12 or more....did they fail to notice this trend of selling stock below market as almost a normal way of going to market for USAT...forget making money just go out and use the Trump ways of getting other peoples money....

Laugh, laugh, Hudson doing the same thing the last management did...what next week the CEO will get a nice big bonus, being used as a cash cow once again....

USA Technologies Announces $55 Million Common Stock Investment from Multiple Investors

https://usatechnologiesinc.gcs-web.com/news-releases/news-release-details/usa-technologies-announces-55-million-common-stock-investment

MALVERN, Pa.--(BUSINESS WIRE)--Feb. 25, 2021-- USA Technologies, Inc. (NASDAQ: USAT) (“USAT” or the “Company”), a software and payments company that provides end-to-end technology solutions for the unattended retail market, today announced that it has agreed to sell 5,730,000 shares of its common stock to certain institutional investors in a private placement. The Company anticipates aggregate gross proceeds from the offering will be approximately $55 million, before deducting fees to the placement agents and other estimated offering expenses payable by the Company, based on the offering price of $9.60 per share, representing an approximately 10% discount to the 5-day volume weighted average share price. The closing is anticipated to occur on March 1, 2021, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes.

J.P. Morgan acted as lead placement agent and Craig-Hallum Capital Group and Northland Capital Markets acted as joint placement agents in connection with the private placement.

The securities are being sold in a private placement, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the Securities and Exchange Commission (the “SEC”), for purposes of registering the resale of the shares of common stock issued or issuable in connection with the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

About USA Technologies

USA Technologies, Inc. is a software and payments company that provides end-to-end technology solutions for the unattended retail market. USAT is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and back-office management. The Company’s enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies, to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.

Forward-looking Statements:

All statements other than statements of historical fact included in this release, including without limitation USAT’s future prospects and performance, the expected proceeds of the private placement, the intended use of the proceeds of the private placement, the closing of the private placement, the business strategy and the plans and objectives of USAT's management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this release, words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, as they relate to USAT or its management, may identify forward-looking statements. Such forward-looking statements are based on the reasonable 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 the incurrence by USAT of any unanticipated or unusual non-operational expenses which would require us to divert our cash resources from achieving our business plan; the uncertainties associated with COVID-19, including its possible effects on USAT’s operations, financial condition and the demand for USAT’s products and services; the ability of USAT to predict or estimate its future quarterly or annual revenue and expenses given the developing and unpredictable market for its products; the ability of USAT to retain key customers from whom a significant portion of its revenues is derived; the ability of USAT to compete with its competitors to obtain market share; the ability of USAT to make available and successfully upgrade current customers to new standards and protocols; whether USAT's existing or anticipated customers purchase, rent or utilize ePort or Seed devices or our other products or services in the future at levels currently anticipated by USAT; disruptions to our systems, breaches in the security of transactions involving our products or services, or failure of our processing systems; or other risks discussed in USAT’s filings with the U.S. Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the year ended June 30, 2020 and its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2020 and December 31, 2020. 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. If USAT updates one or more forward-looking statements, no inference should be drawn that USAT will make additional updates with respect to those or other forward-looking statements.

-- F-USAT



View source version on businesswire.com: https://www.businesswire.com/news/home/20210225005367/en/

Media and Investor Relations Contact:
Alicia V. Nieva-Woodgate
USA Technologies
+1 720.808.0086
anievawoodgate@usatech.com

Investor Relations:
ICR, Inc.
USATechIR@icrinc.com

Source: USA Technologies, Inc.

A Covid-19 related dilution - USAT : USA Technologies receives $55M stock investment from multiple investors • 8:22 AM

USA Technologies (OTCPK:USAT) agreed to sell 5.73M shares at $9.60/share to certain institutional investors in a private placement for expected gross proceeds of ~$55M.

Net proceeds to be used for general corporate purposes.
Offer expected to close on Mar.1.

i sold my position.

glty

Listen --->>> Podcast ft. Danielle Bataglia (General Manager of Digital Acceptance at Discover Global Network) and Elyssa Steiner (USAT)

It’s no secret contactless payments are on the rise, but did you know that a majority of these tap to pay methods are done with an EMV enabled card? As the momentum continues, operators need a clear understanding of the importance in accepting EMV payments and why now is the time to invest. In this episode, we bring in industry expert and payment enthusiast Danielle Bataglia to discuss:

What is EMV and its role in the payment ecosystem
Growth trends in EMV contactless payments
How investing in technology can protect your business

https://urtech.libsyn.com/07-emv-acceptance-in-unattended-retail?utm_source=lp

Watch --->>> 2021 Trends in 90 Seconds or Less: $USAT Regional Sales Director Alex Buck says 2021 will see Vending leverage the innovative solutions that evolved due to COVID. Learn more via our video #fintech #unattendedretail #retailtech #vending #21URTrends



2021 Trends in 90 Seconds or Less: $USAT Regional Sales Director Alex Buck says 2021 will see Vending leverage the innovative solutions that evolved due to COVID. Learn more via our video #fintech #unattendedretail #retailtech #vending #21URTrends pic.twitter.com/3OXau483Kp— Cantaloupe, Inc. (@cantaloupeinc_) February 16, 2021

After listening to quarter report safe to say it will take someone gambling to move much past $10 for the whole quarter, may see $7 first.

ER call transcript: USA Technologies, Inc. (USAT) CEO Sean Feeney on Q2 2021 Results - Earnings Call Transcript
Feb. 04, 2021 11:09 PM ET
USA Technologies, Inc.

USA Technologies, Inc. (OTCPK:USAT) Q2 2021 Earnings Conference Call February 4, 2021 4:30 PM ET

Company Participants

Alicia Nieva-Woodgate - Vice President of Corporate Communications & Investor Relations

Sean Feeney - Chief Executive Officer

Anant Agrawal - Chief Revenue Officer

Wayne Jackson - Chief Financial Officer

Conference Call Participants

George Sutton - Craig-Hallum

Gary Prestopino - Barrington Research

Mike Latimore - Northland Capital Markets

Robert Napoli - William Blair

Operator

Ladies and gentlemen, thank you for standing by and welcome to the USA Technologies Fiscal Year Second Quarter 2021 Earnings Conference Call. At this time all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session.

I would now like to hand your conference over to your first speaker today, Alicia Nieva-Woodgate Vice President of Corporate Communications and Investor Relations for USA Technologies. Please go ahead.

Alicia Nieva-Woodgate

Thank you and good afternoon everyone. Welcome to the USA Technologies second quarter fiscal 2021 earnings conference call. With me on the call this afternoon are Sean Feeney, Chief Executive Officer. Wayne Jackson, Chief Financial Officer and Anant Agrawal, Chief Revenue Officer.

Before we begin today's call, I would like to remind you that all statements included in this call other than statements of historical facts are forward-looking in nature. 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. A detailed discussion of the risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, is included with our filings with the SEC and in the press release issued earlier today. Listeners are cautioned not to place undue reliance on any such forward-looking statements which reflect management's view only as of the date they are made. USA Technologies undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

This call will also include a discussion of certain non-GAAP financial measures that we believe are useful for among other things, evaluating USA Technologies operating results. These non-GAAP financial measures are supplemental to and not a substitute for GAAP financial measures such as net income or loss. Details of these non-GAAP financial measures, a presentation of the most directly comparable GAAP financial measures, and the reconciliation between these non-GAAP financial measures, as well as most comparable GAAP financial measures can be found in our press release issued this afternoon, which has been posted on the Investor Relations section of our website at www usatech.com.

And with that, I would now like to turn the call over to our Chief Executive Officer, Sean Feeney. Sean?

Sean Feeney

Thank you, Alicia, and thank you, everyone for joining us today. I hope everyone is safe and well. During the second quarter, we continue to make an enormous amount of progress on the things within the company's control. Even as the COVID-19 pandemic continues to have an adverse impact on most of our customers operations which is reflected in our second quarter results that Wayne will walk you through shortly.

During the quarter we continue to build out the team with talented new hires and we successfully preserve and grow our customer base despite the difficult macro environment. In addition, we further reduced the company spend on external professional services and reallocated some of those savings towards investments in products and services to better serve customers, as well as to systems that the company needs to scale in the years to come. This is the first time in a long time that the company has invested in product innovation and platform infrastructure to drive future growth. Although, we made a tremendous amount of progress on the things within our control, the variables beyond our control, namely COVID-19 continue to create a challenging operating environment. As it relates to transaction volumes, we saw a steady recovery from July to October of 2020. However in November, we saw a reverse net trend as COVID cases spiked, the second COVID wave led to additional lockdowns and further delayed openings of office buildings and schools and caused some operators to temporarily deactivate additional devices. I am optimistic that volumes will rebound relatively quickly once schools and businesses reopen.

For equipment sales, we are seeing positive momentum in our efforts to upgrade customers to the 4G ePort device. Some operators, still cautious of their liquidity during the pandemic are committing to upgrades that are waiting to take delivery on hardware until later this calendar year. This upgrade effort is the key initiatives as cellular networks sunset 2G and 3G technology over the next two years. As a result of COVID's persistence and our updated assumptions around timing of a successful vaccine rollout, we have pushed out our expectations on when the virus will have less of an impact on our market and business. Therefore, we have revised our fiscal year 2021 revenue guidance to be between $163 million and $171 million, down from a range of $170 million to $180 million. We have revised our net loss applicable to common shares to be between $21 million and $17 million, down from $14.1 million and $11.1 million. We have revised our adjusted EBITDA range to positive $1 million to $4 million from the prior guidance of $2 million to $5 million.

So, while the economy's recovery from COVID is several months behind the pace that we had anticipated, my confidence in our growth once we return to normal is higher today than when I started back in May. With the growing consensus amongst the business community that the economic impact of COVID will material diminished by this summer and into the fall, I am prepared based on the progress we are making to tell you that we believe we can drive revenue growth in the mid-teens in fiscal year 2022. Of course, as the circumstances around COVID continue to become clear, we will update our outlook in future quarters.

Turning back to the second quarter, we remain focused on the initiatives that position the company to capitalize on an economic rebound and optimize our long-term growth opportunity. As a reminder, the strategic initiatives we laid out for this fiscal year are; position the company to drive sustainable organic growth, right size the company's cost structure, and invest in people and culture in order to achieve excellence. Keeping these in mind, let me give you some highlights for the quarter.

First, as part of our ongoing investment in talent, we recently appointed Ravi Venkatesan as Chief Technology Officer, a newly created position for the company. He joined us from Bakkt, a subsidiary of ACE, where he was the Head of Innovation, and was previously the CTO at Bridge2 Solutions, an innovative loyalty platform. He is responsible for our technology products and innovation strategy, I'm thrilled to have someone of Ravi's caliber and expertise. We have been successfully educating our customer base on the critical importance of setting a conversion timetable before the inevitable 2G, 3G sunset of devices. As a result as I previously mentioned, we are starting to see the steady migration and transition to 4G.

In December. We added a new feature to seed mobile that has been very well received by our customers. This new feature enables real-time feedback from our drivers in the field. This will be an integral feature for some of the future product launches. And while we are on the topic of new products, we were recently awarded an exciting new patent which [indiscernible] and Mandeep Arora, Co-founders of Cantaloupe [ph], offered a few years ago titled Method and system of personal venue; this technology is focused on creating an unmatched shopping experience and an unattended retail location by re-imagining the customer journey through the consumers mobile device. We are thrilled to receive this recognition of our culture of innovation.

I will now turn the call over to Anant, our Chief Revenue Officer to give you more color on the quarter's business performance. Anant?

Anant Agrawal

Thanks, Sean. I want to touch on four focus areas today. First, our platform as a service. We continue to make progress with existing and potential new customers, who are seeing the value of being on a single platform for both, cashless and logistic software. Jackson Brothers of the South is a great example of this.

As we recently highlighted in a case study on our website, they decided to make a change from the legacy VMS solution in 2019 to the Seed platform bringing their ePort cashless devices and software solution onto a single platform. Since then, they have expanded their use of our platform to help manage growing their micro markets and office copy-lines of business. And now with the recent announcement on upcoming cellular sunsets, Jackson Brothers has decided to upgrade all their devices with us to 4G LTE and EMV simultaneously. As a result, Jackson Brothers now has one central place to view, manage and adapt to its client needs across the whole business with a single solution provider.

Second, penetrating the broader unattended retail market outside of traditional vending. As an example, we recently expanded our business by deploying cashless on 100% of the machines at a major commercial water dispensing company, that has thousands of machines across the country and is growing at a rapid pace.

Third, the move to cashless following the study we published in September 2020. We continue to see the shift to cashless payments accelerate in the study sample set from January 2020 to July 2020, we saw a cashless grew nearly 62% of total sales, while they use of cash continue to decline. When we look at our own data what transactions are down. We see cashless accelerate from 61% in September 2020 to 65% of total transaction volume at the end of December 2020. Our customers are seen similar trends where cash continues to accelerate across their business the Jackson Brothers that example, how operators are seeing the benefit of enabling all forms of payment particularly cashless.

And Fourth, growth in international markets since Fernando joined us a few months ago, we have engaged with several potential in country partners and early anchored customers in Latin America. We are encouraged by the activity and the potential that international unattended retail markets represent as an opportunity for the business.

With that I'd like to turn it over to Wayne to review our second quarter results in full detail. Wayne?

Wayne Jackson

Thanks a lot. Good afternoon, everyone. Revenue for the second quarter of 2021 totaled $38.3 million, a decrease of 13% over the prior year second quarter and an increase of 3.8% from Q1 license and transaction revenue totaled $33.2 million for the second quarter, a decrease of 7% in the prior year, which was not impacted by the COVID virus, license and transaction revenue increased slightly over Q1 as the transaction momentum gained in the second half of Q1, in the first half of Q2 was lost as COVID cases began to increase in mid-November.

Equipment sales for the current quarter of $5.1 million decreased 39% compared to the prior year quarter of $8.3 million. The decrease was primarily due to lower hardware shipments during the second quarter of 2021 compared to the same period last year which included a large contract with a new customer. Sequentially equipment sales increased 35% as we continued our focus on new customer growth and 4G conversions. Total gross profit margin for the quarter was 32.1% compared with total margin of 29% from the prior year second quarter and 38.6% in the first quarter of FY 21. License and transaction margin improved to 38% in the second quarter of this fiscal year, up from 36.8% in Q2 of last year as transaction revenue had higher margins and in the prior year.

L&T margins declined from 41.6% in Q1 due to a lower percentage of license revenue. The total L&T revenue in Q2 equipment margin was negative 5.8% for the quarter, compared to negative 5% in the prior year as we provided incentives for 4G upgrades, equipment margins for Q2 declined from a positive 12.4% in Q1 as the prior quarter included a one-time out of period adjustments. Operating expenses in the second quarter totaled $14.9 million, a 28% decrease over the prior year. SG&A expenses in the second quarter of FY 21 totaled 13.8 million, which decreased 14% from 16.2 million in Q2 of the prior year. The change was driven by lower professional services cost and lower severance expense in the current quarter compared to the prior year.

Sequentially, SG&A decreased 18% primarily due to lower professional service fees and network outage costs incurred in Q1 compared to the current quarter, the operating loss for the second quarter was $2.6 million compared to a loss of 7.8 million in the second quarter per year. In addition to SG&A savings, the other primary driver of the improvement in the second quarter of FY 20 is a $3.3 million reduction in investigations proxy solicitation and restatement expenses. Net loss of applicable to common shareholders for the second quarter was $2.9 million or a loss of $0.04 per basic share compared to $8.4 million or a loss of $0.13 per basic share in the prior year period.

I will now turn the call back over to Sean for closing remarks. Sean?

Sean Feeney

Thanks, Wayne. Before we open it up for questions are three more important Q2 updates to highlight. First, in November we were re-listed on the NASDAQ Global Select Market. This represents an important milestone in our journey to build a better, stronger company for our customers, employees and stakeholders that achieves [ph] and reflects the operational and financial progress, we have accomplished in the past six months, the fundamental strength of our core business and our ability to capitalize on the opportunities that lie ahead. In November, we also announced that we will transition our corporate identity to exclusively operate under the name Cantaloupe Inc with a new ticker symbol. This is another major milestone for us as the Cantaloupe name has great brand equity in the industry, strong customer loyalty and communicates our vision as the leading hardware and software platform for a contact less economy. The adoption of the new brand later in 2021 puts our company in a great position to better compete in the growing global market and delivers on our mission to help the world buy it and go.

Third, as I'm sure you saw in the earnings release, we have updated our device and customer count disclosures, which we believe are both better representations of our business. This is the result of my team, digging into the historical data and creating systems to monitor key operating metrics, which I will use to track our business, drivers and measure progress against our targets. First active devices, which includes devices that have connected with us in the last 12 months was $1.15 million during the quarter. Second active customers, which now includes customers with at least one active connection in the last 12 months was 18,000 during the quarter.

To wrap up, we continue to increase active devices and active customers throughout the pandemic and while growth has been slower than anticipated, we are not sitting idle. We are squarely focused on positioning the business to capitalize on the rebound over the past six months, we've introduced new products and the increased investments we are making in our tech roadmap and product developments. We are very excited about our future offerings, which we will roll out in the next 12 months. We continue to make investments in our go-to-market team and strategy that we believe will pay dividends in both growing our current customer base domestically and internationally as well as fortifying our existing customer base as they migrate their devices the 4G technology.

And while our near term 2021 guidance has been impacted by the pandemic, I'm optimistic that we are taking the necessary actions within our control to best position ourselves to capitalize on the exciting market opportunity in front of us, we believe we have the right team in place the tailwinds that we expect will drive our business for years to come. Such as the shift to unattended retail and the increased demand for cashless products. As well as making the right investment position us for success.

With that, let me hand it over to the operator.

Question-and-Answer Session

Operator

Thank you. [Operator Instructions] We will now take our first question from the line of George Sutton. Your line is now open.

George Sutton

Thank you, Sean. I wondered, you had mentioned that you are continuing to grow in spite of the COVID scenario. As you know, industry numbers are hard to come by, I'm curious if you think you are gaining share in this environment, if you could just give us some perspective there?

Sean Feeney

George, I think that what we are seeing is we are seeing some conversions from other providers, we are probably seeing more kind of some of our current operators expanding their, their cashless devices as well as some new operators that are coming in as you know, there is a lot of kind of in this probably the lower end of the market. Those guys are going to come in and out of business. And there's been a number of sales of those businesses. So, some take away some new customers and then some expansion of existing customers is what we've seen.

George Sutton

Got you. My other question you and we've been, first thing for new KPIs. So, we appreciate those and there is about 200,000 [ph] between active devices and total connections and I'm curious if you could give us a sense of, is that an opportunity set that exists, if once COVID become sort of normalized?

Sean Feeney

No, I don't think the way to look at it is, and as an opportunity. George, I think it's active devices is just a better way to look at what we have, essentially the connections number was basically all the active devices that were in devices that were sold at one time, they may have then loss they may not have been connected. It just is a tighter representation of what's active in the field. So, there may be some there but I wouldn't look at it is as 200,000 [ph] there, we just need to turn on.

George Sutton

Got you. Perfect, thank you.

Operator

Thank you. Your next question comes from the line of Gary Prestopino from Barrington Research. Your line is now open.

Gary Prestopino

Good afternoon, everyone. And Gary could, would you get a read on are not talked about the cashless and Logistics Software on a single platform. As I recall when Cantaloupe legacy Cantaloupe was purchased, there was very little penetration across the legacy customer base of USAT. So, could you give us some idea of where that penetration stands right now? and what you are doing to try and really aggressively get an uptake from customers that are not taken will be Logistics Software?

Sean Feeney

Sure. I think what we've talked about is the penetration of Seed probably being somewhere in the neighborhood of 50% of our existing customers and probably tilted more towards the large end of that and we're beginning to put in place some sales or some incentives for our salespeople and really what we're trying to drive is kind of all in. So, we are focused on ePort devices that don't have Seed and trying to expand that and we've talked about our model of being all in. We are also looking at I think one of the things that are not talked about is for a couple of years post acquisition. The company used the Seed software and probably deeply discounted and we're living with some of those, those deals in order to get connections. So, what we are doing is we're working with some potential partners that we think can increase the penetration in the entire market.

We're also working on trying to make it easier to install at the lower end of the market and we're really kind of got our entire team incented around pushing kind of all in not just selling connections with selling our total solution.

Gary Prestopino

Okay, that's helpful. And then in terms of [indiscernible] devices that you signed up, which is I think phenomenal can have the country is closed. And are you basically seeing more of a concentration with the new devices with bigger entities? and I guess the other question would be is that given what's going on in the industry. Are you seeing a lot of consolidation, a lot of the smaller operators just basically selling out to the bigger players in the market?

Sean Feeney

As always, you've are fully wrap several questions into your one, but let me take a crack it. So, I do think that you've seen a good amount of what I would call movement in the market as when we see that when we get contacted to transfer devices. So, I would say, what we saw and probably this quarter was probably a little bit of an acceleration of some of the M&A opportunities, I think what we also saw as we've talked about the de-activations, as we saw some operators more on the smaller end just get to the point where they couldn't hang in anymore without another PPP loan. And so, we saw increased the activations, were they just had to take the devices out and movement there and the new devices it's really kind spread across of course a larger operator can move the move the needle a little bit more, but I would say it's been fairly consistent across the customer base of where we've picked up active devices and you know there are some areas where, people are doing quite well around manufacturing and those sorts of facilities. And if you've. We have a number of operators who are supporting some retail players who are expanding greatly you can kind of guess who they are, those are doing well and adding additional devices because those retail outlets are building out additional warehouses and delivery centers.

Gary Prestopino

Okay, thank you. You're welcome.

Operator

Thank you. Your next question comes from the line of Mike Latimore from Northland Capital Markets. Your line is now open.

Mike Latimore

Great. Yes, thanks a lot. Good afternoon. On the move to the new payment processor. Can you give an update there and I think as you said, it was on track, but maybe an update there and when you see that might be influencing the license and transaction gross margin?

Sean Feeney

Yes, I think you're talking about our move to Fiserv and we are in the, in the process continues to move board. We are, I think we're finishing up one last certification, we're testing data and we will begin migrating customers within this current quarter. So, it's going well. We're probably 30 or 60 days behind where I would have liked to have been when I got here, but any time I've been involved with this at all, no is run into a few issues at the very end, but we're working very closely. We're getting great support from Fiserv and they are doing a great job helping us move that. So, I think when you begin to see some of the savings that have been outlined in past quarters by prior management really that full impact will be in '22, because we're going to be careful and moving people over and it will take us most of the second half to kind of get everybody over. And so, think about it in '22 not really having much impact this fiscal year.

Mike Latimore

And then, in terms of the just the upgrade 4G devices. Can you give us some sense of what percent of the volume hardware volume, you're seeing relates to that?

Sean Feeney

Yes, what we've seen as I highlighted in the comments that we're seeing people very interested. I think we've seen some of our competitors trying to scare people that they've got to go right now. And we've been educating that you have time, but also, I think we've got the people would be going a little bit quicker. With the ongoing COVID people are being very careful with their liquidity. So, they are holding off or they're committing and then taking orders later in the later in the year. I think if you look at the numbers of our customers, it's sub 10% that have moved so far.

Mike Latimore

I just, I guess last question would be on transaction volumes. I think in December has some of the holiday. I guess what about January any improvement in January?

Sean Feeney

We saw January was pretty similar to what we saw in December and we planned when we do our forecasting for that seasonality. So we've seen, as I said on the call or on the prepared remarks November, December in January kind of been flat. And thanks, we've done some excellent operators and talk to them and they have seen similar things. So, but again as I said, I'm very optimistic. We've seen kind of two things, one is I think we've increased the number of devices. Secondly, while you while you look at 61% to 65% cashless that's a pretty dramatic swing in a short period of time. So, we believe that when things come back, we have more devices and we are seeing a greater percentage of cashless so I'm optimistic it, it will come back pretty well. I think it will take time to get a lot of the devices and things that are in offices to come back, but it's coming and there's more and more vaccines and you look at the results that we're seeing in Israel, where a great deal of the population of to two of the vaccines, I'm optimistic that it's coming, it's just several months later than I thought it would be back and when we put together the guidance, and thanks for this year.

Mike Latimore

Yes. Great, thank you.

Operator

Thank you. Your next question comes from the line of Robert Napoli William Blair. Your line is now open.

Robert Napoli

Hey guys, thanks for taking the questions. And I appreciate the details in the press release, Sean, you mentioned the goal of getting to mid-teens growth in fiscal 2022. Can you talk about the margin profile of the business next year?

Sean Feeney

Well, I think that we will, we expect to see the margin profile, probably improve a little bit. We're working hard to take cost out of the business. We're working hard on, you know, as I've talked before on the margins on our hardware. The piece that I don't know price is we will get as aggressive as we have to maintain our share of the 3G, 2G upgrades, people are you know we've got competitors and pricing may get to where that has a short-term negative impact on margins. And so, I do expect that it will be improved. But I'll give you that caveat that that we may need to do that. And look, as we've talked before, the value of a cashless endpoint, and we expect that these 4G devices will be out there for anywhere from 5 to 10 years. We have to go a little bit short-term hit to margin, I'm willing to do that and I'm very confident in our sales organization that we will, that we will do very well in this this opportunity that we have.

Robert Napoli

Okay, great. And then you mentioned the international opportunity. Can you talk about the structural differences outside the US and how that would impact your margins?

Sean Feeney

Well, you know what I would say is let us give you a little more detail when we get a little bit closer to kind of kind of being there. What we've seen so far. And one of the reasons we changed the name of the company to Cantaloupe was to be able to go internationally a little bit better. We've been very excited by the gentleman that we've hired down and in [indiscernible] he's got a lot of activity going, we've got some great partnership discussions going. The thing that's nice is he knows everybody and we've been pleasantly and I wouldn't say surprised, but it confirms that we thought people knew who we were and were able to get meetings and we're working on several partnerships. There'll be - I would say, what we're seeing is that and we believe there very well may be a software and a cashless device capability, what we've also talked about as you got to have a local partner to work with that we are talking with, I've had several conversations with the CEO at FiServ [ph] about how they may be able to help us we're talking to any number of other partners in certain regions that would be the best place to operate there.

So it's early days, we're happy with the activity revenue kind of contribution would be in the back half of [indiscernible] fiscal year '22 and into '23 because it will take us long time, we've got a little bit more ambitious goals in that, but I would say for you guys to plan that's probably where I would look.

Robert Napoli

Great, thanks a lot.

Operator

Thank you. Your next question comes from the line of Gary Prestopino from Barrington Research. Your lights are open.

Gary Prestopino

Yes, just in terms of the cost structure of the business now, Sean and Wayne, have you got it to where you want it to be? I mean, your SG&A expenses look like they were $13.8 million this quarter, obviously, not a lot of TME in there. So, as the business ramps up, you would expect that to go up, but is that kind of the state of play where you want to be?

Wayne Jackson

Thanks for the question. This is Wayne. So, the SG&A for this quarter. We look at SG&A on a sort of a cash basis, which basically is SG&A minus stock-based comp and depreciation, amortization. So, I ask this quarter's over $12 million to $12.2 million. I think as we ramp up some of the cost that should impact about Q3 and Q4 on investments. I think in terms of $12.5 million to $13 million, and then going forward, we don't see any major changes to that. Unless it's to drive revenue or to drive some development and products that we want to get to the market. Pretty good that [indiscernible].

Gary Prestopino

I'm sorry, where that number is without stock comp and what else was the other thing?

Wayne Jackson

The depreciation, amortization and those numbers. You can find it. And in the adjusted EBITDA calculation.

Gary Prestopino

Right. Yes, I just wanted to make sure. Okay, thank you very much.

Wayne Jackson

You're welcome.

Operator

Thank you. There are no further questions. You may continue.

Sean Feeney

Great. Well, we appreciate your interest in the company. As I said, I'm excited about the things that we're doing. And I've got the team built now and now it's known it's about executing and I just need to and we all need pandemic to if that thing on the run. And I go to bed every night Brain for the more vaccines in more needles in arms. So, we look forward to kind of the one-on-one meetings and things with you guys from here, but I appreciate the interest. Thank you.

Operator

This concludes today's conference call. You may now disconnect. Thank you.

Tomorrow, Friday will tell a story, will someone with clout see some good in this and we hit $10 or do some big holders pull out and we hit $8.00? Tomorrow will be fun.

It's a bummer --->>> USA Technologies EPS beats by $0.01, misses on revenue

Feb. 04, 2021 4:19 PM ETUSA Technologies, Inc. (USAT)By: Jignesh Mehta, SA News Editor
FUNNY thing; I almost sold shares yesterday.

As the vaccination rollout continues, IMO the USA will return to a new normalcy. USAT will benefit from it. - FUNMAN
USA Technologies (OTCPK:USAT): FQ2 GAAP EPS of -$0.04 beats by $0.01.
Revenue of $38.3M (-13.1% Y/Y) misses by $2.16M.

USA Technologies Reports Second Quarter Fiscal Year 2021 Results
Thu February 4, 2021 4:05 PM|Business Wire|About: USAT
MALVERN, Pa.--(BUSINESS WIRE)-- USA Technologies, Inc (USAT). (NASDAQ:USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today reported results for the fiscal year 2021 second quarter.

“We continue to make great progress on the operating initiatives we laid out for this fiscal year, which include – driving sustainable organic growth, right sizing the Company's cost structure, and investing in people and culture, in order to achieve excellence,” said Sean Feeney, chief executive officer, USA Technologies. “Many existing and potential new customers are seeing the value of being on our platform as a service, from our cashless devices to logistics software. We are also making strides in right sizing the Company's cost structure, reporting a 28% decrease in operating expenses for the quarter when compared to FY Q2 20 and a 24% decrease in the first six months of this fiscal year. We have begun to allocate a portion of the savings to the products, systems and services that the Company needs to scale.”

“While the rebound in our industry from the impact of the pandemic, and in turn our business, has been slower than we expected when we laid out our FY 21 financial goals, we are incredibly proud of all the Company has accomplished in this short amount of time. We believe we have the right team in place, with tailwinds that we expect will help drive our business. The increasing shift to contactless payments and unattended retail have created demand for cashless products, and we are making the right investments to position us well for success,” concluded Feeney.

Financial Highlights:

Revenue of $38.3 million increased 3.8% compared to the first quarter 2021, and decreased 13.1% compared to the second quarter 2020
License and transaction fee revenue of $33.2 million increased 0.3% compared to the first quarter 2021, and decreased 7.1% compared to the second quarter 2020
Equipment revenue of $5.1 million, an increase of 34.5% compared to the first quarter 2021 and decrease of 38.9% compared to the second quarter 2020
Active devices, defined as devices that have communicated or transacted with the Company in the last 12 months, totaled 1,154,932 connections at the end of the second quarter of 2021 compared to 1,133,754 at the end of the first quarter of 2021 and 1,089,406 at the end of the second quarter of 2020
Active customers, defined as customers that have at least one device that has communicated with the Company in the last 12 months, totaled 18,304 at the end of the second quarter of 2021 compared to 16,489 at the end of the second quarter of 2020
Total connections, the performance metric for devices the Company has previously reported, totaled 1,358,000 at the end of the second quarter of 2021, compared to 1,335,000 at the end of the first quarter of 2021 and 1,255,000 at the end of the second quarter of 2020
Gross margin of 32.1% compared to 29.0% in the second quarter of 2020
Operating loss of $(2.6) million, a significant improvement compared to operating loss of $(7.8) million in the second quarter of 2020
Net loss applicable to common shares of $(2.9) million, or $(0.04) per basic share compared to net loss applicable to common shares of $(8.4) million, or $(0.13) per basic share in the second quarter of 2020
Adjusted EBITDA(a) of $1.0 million compared to $(0.9) million in the second quarter of 2020
Ended the quarter with $28.2 million in cash and cash equivalents
(a) Adjusted earnings before income taxes, depreciation, and amortization (“Adjusted EBITDA”) is a non-GAAP measurement. See Reconciliations of Non-GAAP Measures for a reconciliation of Adjusted EBITDA to net loss

Operational Highlights:

Relisted on the Nasdaq Global Select Market on Nov. 19, 2020, under the ticker symbol “USAT”
Announced that the Company will transition its corporate identity to exclusively operate under the name Cantaloupe, Inc.
Appointed Ravi Venkatesan in the newly created position of Chief Technology Officer
Fiscal Year 2021 Outlook:

“The impact of the pandemic continues to be a challenge in many ways, and for us, that includes headwinds on transaction and equipment revenue,” said Wayne Jackson, chief financial officer, USA Technologies. “As a result of COVID-19’s persistence and our updated assumptions around timing of a successful vaccine rollout, we have pushed out our expectations on when the virus will have less of an impact on our market and business. Therefore, we have revised our FY2021 revenue guidance to be between $163 million and $171 million, down from a range of $170 million to $180 million, net loss applicable to common shares to be between $(21) million and $(17) million, down from $(14.1) million and $(11.1) million, and now expect our Adjusted EBITDA to be between $1 million and $4 million.”
Webcast and Conference Call

USA Technologies will host a conference call and webcast at 4:30 p.m. Eastern Time today. To participate in the conference call, please dial (866) 393-1608 approximately 10 minutes prior to the call. International callers should dial (224) 357-2194. Please reference conference ID # 7541066. A live webcast of the conference call will be available at https://usatechnologiesinc.gcs-web.com/events-and-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

A telephone replay of the conference call will be available from 7:30 p.m. Eastern Time on February 4, 2021 until 7:30 p.m. Eastern Time on February 7, 2021 and may be accessed by calling +1 (855) 859-2056 (domestic dial-in) or +1 (404) 537-3406 (international dial-in) and reference conference ID # 7541066.

An archived replay of the conference call will also be available in the investor relations section of the company's website.

Read the financials at this web address link:

https://seekingalpha.com/pr/18180707-usa-technologies-reports-second-quarter-fiscal-year-2021-results

another miss down to low 9s

thanks for the heads up

USA Technologies - 2021 Trends in 90 Seconds or Less: $USAT’s Director of Inside Sales @BunnyProof says 2021 will see Vending become a “Service of Now.” Find out why the #iGeneration will play an integral role #fintech #unattendedretail #retailtech #21URTrends




2021 Trends in 90 Seconds or Less: $USAT’s Director of Inside Sales @BunnyProof says 2021 will see Vending become a “Service of Now.” Find out why the #iGeneration will play an integral role #fintech #unattendedretail #retailtech #21URTrends pic.twitter.com/HQHMlz8Ptr— Cantaloupe, Inc. (@cantaloupeinc_) February 1, 2021

Watch --->>> 2021 Trends in 90 Seconds or Less: @LSautomation’s VP of Sales and Marketing, David Marler, goes old school with his prediction! #fintech #unattendedretail #retailtech $USAT # #21URTrends


2021 Trends in 90 Seconds or Less: @LSautomation’s VP of Sales and Marketing, David Marler, goes old school with his prediction! #fintech #unattendedretail #retailtech $USAT # #21URTrends pic.twitter.com/jf2xkJvFe5— Cantaloupe, Inc. (@cantaloupeinc_) January 25, 2021

USA Technologies to Hold Second Quarter Results Conference Call

January 18, 2021 - by MyChesCo

MALVERN, PA — USA Technologies, Inc. (Nasdaq: USAT), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today announced that management will host a webcast and conference call to discuss its financial results for the second quarter of fiscal year 2021, February 4, 2021 at 4:30 p.m. Eastern Time.

To participate in the conference call, please dial + 1 (866) 393-1608, approximately 10 minutes prior to the call. International callers should dial +1 (224) 357-2194. Please reference conference ID # 7541066.

A live webcast of the conference call will be available at: https://usatechnologiesinc.gcs-web.com/events-and-presentations. The company asks that you access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

A telephone replay of the conference call will be available from 7:30 p.m. Eastern Time on February 4, 2021, until 7:30 p.m. Eastern Time on February 7, 2021 and may be accessed by calling +1 (855) 859-2056 (domestic dial-in) or +1 (404) 537-3406 (international dial-in) and reference conference ID # 7541066.

An archived replay of the conference call will also be available in the investor relations section of the company’s website.

USA Technologies’ new patented invention turns vending into preferred shopping destinations

USA Technologies Inc.
Jan 15th, 2021

https://www.vendingmarketwatch.com/technology/news/21206017/usa-technologies-new-patented-invention-turns-vending-into-preferred-shopping-destinations

MALVERN, Pa.— U.S. patent No. 10,861,276B1 is titled “Method and System of Personal Vending” and adds to USA Technology Inc.’s comprehensive intellectual property portfolio. According to USAT, the invention described in the patent is focused on better addressing consumer needs.

The patent was developed and coauthored by USAT chief revenue officer Anant Agrawal to create an “unmatched” shopping experience at an unattended retail location by reimagining the customer journey through the consumer’s mobile device.

USAT’s innovation uses mobile apps as powerful tools to combine the convenience of unattended retail with loyalty and leverage online shopping behaviors. These processes together can create multiple points of consumer satisfaction, turning vending into the preferred shopping and refreshment destination. Go here to learn more about the patent.

“Our company has a successful track record of delivering some of the most successful innovations for unattended retail on our cloud platform with cashless payments and advanced logistics applications,” said USAT chief executive Sean Feeney. “This patent will give our customers the ability to leverage the benefits of e-commerce and mobile shopping experiences that shoppers already love.”

USA Technologies. is a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market.

Testimonial --->>> Why Jackson Brothers of the South Sees Contactless as a MUST in 2021
January 12, 2021 | By Elyssa Steiner

3 min left

https://www.usatech.com/why-jackson-brothers-of-the-south-sees-contactless-as-a-must-in-2021/

While 2020 brought on many challenges for the traditional vending industry, it also created new ways at how vend-operators can deliver experiences to consumers. Darwin Bickford, CEO at Jackson Brothers of the South, looked at the glass half full and encouraged his team to explore innovative ways to deliver services to consumers, all via contactless methods. “In 2021, we will be on our way to becoming a fully contactless business for our consumers,” said Bickford.

Contactless Payments in Vending
“One thing the pandemic has proven, is that vending continues to be a mainstay for consumers – delivering contactless experiences to buy traditional products like food and drink,” said Bickford. That is why ensuring that consumers have the ability to pay in every way at its vending machines is important to Jackson Brothers of the South. It has actively implemented cashless over the years, to get nearly 100% of their machines connected with card readers.

Bickford looks at the 3G networks sunset in 2021 and into 2022 as a chance to have the most up-to-date technology at its customers’ fingertips. “We look at the network carrier shutdowns as an opportunity to ensure that our technology is upgraded to not only 4G LTE but is also EMV tap enabled. We want to accept every form of payment a consumer seeks to use; and with the accelerations we have seen in contactless adoption during 2020, we know EMV tap is a must for our business,” states Bickford.

Contactless payment vending
A Mobile App for Micro Markets
One of the biggest advantages for micro markets, is the ability for consumers to shop hundreds of products, and purchase through a self-checkout kiosk. While consumers become more sensitive to touching physical POS terminals, Jackson Brothers of the South has actively been promoting, and educating its clients on the ability to leverage mobile apps for both payment and checkout experiences with its micro markets. “We’ve seen an increase in consumers not only downloading the app, but also leveraging their market loyalty cards, to both transact and earn rewards at the same time, while shopping in our micro markets,” said Bickford. They’ve also experienced locations asking for additional vending machines to ensure they keep employees a safe distance apart and still deliver the conveniences of food and beverages at work.


Enabling Delivery Services Through Web-Ordering
While vending and micro markets were able to adapt to the pandemic faster, two of the company’s most impacted business segments that struggled the most were delivery and catering. “We leveraged Seed Delivery to offer our clients an easy-to-use webpage for ordering products in bulk,” said Bickford. Jackson Brothers of the South had clients that still needed services but were under strict protocols about letting in outside vendors. With Seed Delivery web-ordering, the Jackson Brother’s team was able to provide clients a place to order products, then pre-kit the products, and deliver to the account’s door – a touchless delivery experience. “Our vision is to continue services like this for clients who seek bulk orders – becoming their one-stop shop for multiple product or service needs,” said Darwin.


Catering Adapts to Curbside-To-Go
“Our biggest transformation had to be in how we prepared and delivered fresh food to our clients via on-site catering,” said Bickford. With locations still seeking freshly prepared meals, Bickford’s team created Curbside-to-Go. In an effort to bounce back the catering business, they extended online ordering for meal orders, directly through their website. This gave them the ability to still operate the catering division, and proved to be a successful way to regain some of the lost revenue on that side of the business.

While some operators have created short-term ways to adapt in 2020, Jackson Brothers of the South views its Curbside-to-Go as a new service offering which it will continue to leverage as part of its business model going forward, creating easy ways for its clients as well as consumers to pre-order online, and receive fresh meals, via contactless delivery.


2021 Outlook for Jackson Brothers of the South:

“It’s all about delivering exceptional customer experiences, every time,” said Bickford. “We don’t want to stop just with contactless payments across our business segments. We will also spend 2021 focusing efforts around streamlining our efficiencies – leveraging our technologies to integrate all aspects into Seed.” This will enable Jackson Brothers of the South to have one central place to view, manage, and adapt to its client needs in real-time. Continued Bickford, “If our people have the right tools at their fingertips, in an efficient and integrated way, they can better serve our customers, and in return, deliver on our promise to provide an exceptional consumer experience.”

About Jackson Brothers of the South
Jackson Brothers of the South is based out of Missouri and take pride in providing people with the food and beverages they want in the most convenient ways possible. It offers Vending, Micro Markets, Office Coffee, Catering, and Food Service options.

Are you proposing they directly compete with MC and VISA et al?

why just vending why not things like paying your green fee at a golf course without human contact? Even paying for entrance to amusement parks without human contact or movie theaters using a simple device like on the vending machine.....

Hi,
Good summary. Hudson is in this to make money and make big money and will not accept any failures to execute.

IMO, the "New US Patent" means revenues will trail this news by a number of Q's post Covid-19 vaccinations. But it should attract more vending customers and help to keep them sticky to USAT's customers, and therefore to USAT.

I'm thinking that USAT is gaining traction with HUDSON managing them. They are standing for no excuses, as evidenced by ousting their own hand pick operations officer.

Obviously they have expectations regardless of the pandemic.

Their interest is either to turn USAT into "the-next-Visa/MC/Apple Pay" or to show the traction and turnaround to make them a more attractive M & A lure.

Either way, I think the "real" ride is just beginning.

It's fantastic news 'Tom360' --->>> USA Technologies Granted New US Patent

https://usatechnologiesinc.gcs-web.com/news-releases/news-release-details/usa-technologies-granted-new-us-patent

MALVERN, Pa.--(BUSINESS WIRE)--Jan. 14, 2021-- USA Technologies, Inc. (NASDAQ: USAT) ("USAT"), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today announced the company has been awarded patent number US10,861,276B1 by the United States Patent and Trademark Office (USPTO). The patent, titled “Method and System of Personal Vending,” adds to USAT’s deep intellectual property portfolio, and is focused on addressing the needs of consumers.

The patent was developed and co-authored by Chief Revenue Officer, Anant Agrawal, with a focus on creating an unmatched shopping experience at an unattended retail location, by reimagining the customer journey through the consumer’s mobile device. The invention can utilize mobile apps as a powerful tool, combining the convenience of unattended retail with loyalty, and leveraging online shopping behaviors to create multiple points of delight for consumers, turning vending into the preferred shopping and refreshment destination.

“Our Company has a successful track record of delivering some of the most successful innovations for unattended retail on our cloud platform with cashless payments and advanced logistics applications. Our goal is to continue to build on this platform and bring the next wave of evolution to the unattended and self-serve retail markets,” said Sean Feeney, chief executive officer, USA Technologies. “This patent will give our customers the ability to leverage the benefits of eCommerce and mobile shopping experiences that shoppers already love, to the unattended market by offering a frictionless, personalized, and engaging shopping experience with machines on our platform, that already delight the consumer with instant gratification.”

USAT provides the industry’s most wide-ranging suite of services designed to connect the unattended and self-serve retail business to more sales, better operating data and stronger relationships with customers. Its Platform as a Service (PaaS) enables the world to “buy it and go.”

Details of the issued patent can be found here. For more information on USAT, please visit https://usatech.com/.

About USA Technologies, Inc.

USA Technologies, Inc. is a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market. USAT is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and back-office management. The company’s enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies, to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.

Forward-Looking Statements

All statements other than statements of historical fact included in this release, including without limitation the business strategy and the plans and objectives of USAT's management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this release, words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, as they relate to USAT or its management, may identify forward-looking statements. Such forward-looking statements are based on the reasonable 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 the incurrence by USAT of any unanticipated or unusual non-operational expenses which would require us to divert our cash resources from achieving our business plan; the uncertainties associated with COVID-19, including its possible effects on USAT’s operations and the demand for USAT’s products and services; the ability of USAT to retain key customers from whom a significant portion of its revenues is derived; the ability of USAT to compete with its competitors to obtain market share; the ability of USAT to make available and successfully upgrade current customers to new standards and protocols; whether USAT's existing or anticipated customers purchase, rent or utilize ePort or Seed devices or our other products or services in the future at levels currently anticipated by USAT; or other risks discussed in USAT’s filings with the U.S. Securities and Exchange Commission. 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. If USAT updates one or more forward-looking statements, no inference should be drawn that USAT will make additional updates with respect to those or other forward-looking statements.

F-USAT



View source version on businesswire.com: https://www.businesswire.com/news/home/20210114005223/en/

Media and Investor Relations Contact:
Alicia V. Nieva-Woodgate
USA Technologies
+1 720.445.4220
anievawoodgate@usatech.com

Investor Relations:
ICR, Inc.
USATechIR@icrinc.com

Source: USA Technologies

USAT granted new patent

https://usatechnologiesinc.gcs-web.com/news-releases/news-release-details/usa-technologies-granted-new-us-patent

No idea. Institutional Ownership 23.64 % (sept 30, 2020) hasn't improved much. Maybe Q4 brought in more because of vaccine news.

With operations manager leaving how good do you see quarter results...$8 a share Feb. 5th.

USA Technologies to Hold Second Quarter Results Conference Call on February 4, 2021

https://usatechnologiesinc.gcs-web.com/news-releases/news-release-details/usa-technologies-hold-second-quarter-results-conference-call

MALVERN, Pa.--(BUSINESS WIRE)--Jan. 12, 2021-- USA Technologies, Inc. (Nasdaq:USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today announced that management will host a webcast and conference call to discuss its financial results for the second quarter of fiscal year 2021, February 4, 2021 at 4:30 p.m. Eastern Time. A press release highlighting the financial results will be issued at approximately 4:00 p.m. Eastern Time the same day.

To participate in the conference call, please dial + 1 (866) 393-1608, approximately 10 minutes prior to the call. International callers should dial +1 (224) 357-2194. Please reference conference ID # 7541066.

A live webcast of the conference call will be available at: https://usatechnologiesinc.gcs-web.com/events-and-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

A telephone replay of the conference call will be available from 7:30 p.m. Eastern Time on February 4, 2021 until 7:30 p.m. Eastern Time on February 7, 2021 and may be accessed by calling +1 (855) 859-2056 (domestic dial-in) or +1 (404) 537-3406 (international dial-in) and reference conference ID # 7541066.

An archived replay of the conference call will also be available in the investor relations section of the company's website.

About USA Technologies, Inc.

USA Technologies, Inc. is a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market. USAT is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and back-office management. The company’s enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies, to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.

-- F-USAT



View source version on businesswire.com: https://www.businesswire.com/news/home/20210112006054/en/

Media and Investor Relations Contact:
Alicia V. Nieva-Woodgate
USA Technologies
+1 720.445.4220
anievawoodgate@usatech.com

Investor Relations:
ICR, Inc.
USATechIR@icrinc.com

Source: USA Technologies, Inc.

Significant --->>> Separation and Transition Agreement with Chief Operating Officer

Hudson wants someone to do a better job.

https://www.sec.gov/Archives/edgar/data/896429/000091412121000080/us55605435-8k.htm

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Separation and Transition Agreement with Chief Operating Officer

On January 11, 2021, USA Technologies, Inc. (the “Company”) entered into a separation and transition agreement (the “Separation Agreement”) with Jeff Vogt, the Company’s Chief Operating Officer. Pursuant to the Separation Agreement, Mr. Vogt’s last day of employment with the Company will be January 15, 2021, and subject to his execution of a release of claims against the Company, Mr. Vogt will receive two weeks of base salary payments and full vesting of the remaining unvested portion of the stock options and restricted shares granted to him on November 22, 2019 and December 2, 2019, respectively. All of Mr. Vogt’s other unvested equity awards will be forfeited in connection with his termination of employment. The Separation Agreement also contains a non-competition covenant and non-solicitation of clients and employees covenants that are in effect for one year after the date Mr. Vogt’s employment ends. In addition, Mr. Vogt has agreed to a reciprocal non-disparagement covenant with the Company.

Following the end of Mr. Vogt’s employment, he will be engaged as a consultant through February 13, 2021 in order to more seamlessly transition his duties. Under the consulting arrangement, he will be expected to provide a full-time commitment to the Company of 40 hours per week, and he will receive $164 per hour.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by the complete text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

SCHEDULE 13G/A https://usatechnologiesinc.gcs-web.com/node/19861/html

Hi
Happy new year. Thanks for keeping me in the loop.

Listen - USA Technologies --->>> CJRecher@FiveStarFood predicts the connected consumer experience will be front and center. #trends #unattendedretail #payments


2021 Trends in 90 second or less: @FiveStarFood’s @CJRecher predicts the connected consumer experience will be front and center. #trends #unattendedretail #payments pic.twitter.com/9MvMst4KS4— Cantaloupe, Inc. (@cantaloupeinc_) January 11, 2021

Repeat of trading action --->>>Closing Price $11.04 / Day's Change -0.47 (-4.08%)


I'm mentioned this before. It's crazy trading. Bid up during the day and buying then the bottom falls out.


A new 52 week high was set intra day.


Day's High
11.84
Day's Low
11.00


I disagree with 'LARRY260' that a sale is imminent.

Hudson paid in the neighborhood of $7.

Action is building assuming nationwide vaccinations and some form of new normalcy will take hold that will benefit USAT's customers.

USAT may be behind the upticking revenue curve by a 12 month delay.

Stock is being kept up as a sham...look for sale soon...just my guess...stock is worth less then $3 as share..just add up figures..no current value in the $10 range only players keeping it there for some reason..

Very unhappy with the way the PPS has been closing at the end of the day.

It goes up 30¢ - 50¢ during the day and then retraces all the way back.

Too bad.

WOW 52-Week High - Price $11.01 / Day's Change 0.56 (5.36%)

52-Week High - Price $10.85 / Day's Change +0.40 (+3.83%)

Please share what you think USAT is becoming.

Their last ER didn't shed much light on it.

I would think USAT is becoming much more then a Vending machine payment company...I would say the vending business payment side will be a smaller and smaller source of income as the next two years play out. - 'LARRY260'

I would think USAT is becoming much more then a Vending machine payment company...I would say the vending business payment side will be a smaller and smaller source of income as the next two years play out.

Hand in hand, with the commencement of Coronavirus vaccinations, some of USAT's customers should start to do better.

With that said, a lot of USAT's customers will have to adapt to lower volumes at office locations where work-from-home becomes the new normal.

Telecommuting is going to permanently ramp up as a result of the pandemic. That's going to impact a lot of office complexes.

I would think that USAT is a stock institutional buyers would be rotating into?

Institutional buyers maybe? Volume(Heavy Day) 357,523 / 10-day average volume:205,589

December 08, 2020 3:59pm ET


Closing Price $10.50
Day's Change +0.55 (+5.53%)

Someone spiked the PPS / Day's High 9.12 Day's Low 8.25 / Today's volume of 122,074 shares is on pace to be greater than USAT's 10-day average volume of 200,636 shares.


December 01, 2020 12:50pm ET

Agreed, but Covid-19 hollowed out some of their customer's business. That trickled up to USAT. The last ER wasn't good.

It's going to take many months or even years for Hudson to recover from the pandemic.