UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): June 15, 2020

USA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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:

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. □

On June 24, 2020, USA Technologies, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended March 31, 2020. A copy of this press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K pursuant to this “Item 2.02 Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

On June 15, 2020, Jeff Vogt, the Company’s Senior Vice President of Business Affairs, was appointed to fill the role of Chief Operating Officer of the Company, effective June 15, 2020. In connection with this appointment, Mr. Vogt will no longer serve as the Company’s Senior Vice President of Business Affairs.

Mr. Vogt, age 47, has served as the Company’s Senior Vice President of Business Affairs since 2019, where his responsibilities focused on business strategy and operational improvements, including transforming the Company’s supply chain operations, inventory management, planning and forecasting and growth strategy. From 2013 until joining the Company, Mr. Vogt was Vice President and General Manager at Comcast Corporation, a global media and technology company, where he built, launched and managed a portfolio of video software, infrastructure and Internet of Things (IoT) products and services targeted at the business to business and enterprise market segments. Before working at Comcast Corporation, Mr. Vogt held various executive positions at Linden Lab, NextAction Corporation, Level 3 Communications, Inc. and AOL, Inc.

There is no arrangement or understanding between Mr. Vogt and any other persons in connection with Mr. Vogt’s appointment as Chief Operating Officer, and Mr. Vogt has no family relationship with any director or executive officer of the Company. Mr. Vogt has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

In connection with his appointment as Chief Operating Officer, Mr. Vogt’s annual base salary has been increased from $280,000 to $340,000 (which will be subject to the 20% reduction in base salaries currently in effect for the Company’s senior leadership team through and including December 31, 2020), and his annual target bonus has been decreased from 65% of his annual base salary to 50% of his annual base salary.

The Company is filing this Current Report on Form 8-K on the date which it is first making a public announcement of the appointment described herein in accordance with the instruction to paragraph (c) of Item 5.02 of Form 8-K.  The press release issued by the Company announcing the appointment of Mr. Vogt as Chief Operating Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press release dated June 24, 2020.

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/ Sean Feeney
		Sean Feeney
		Chief Executive Officer
Dated:  June 24, 2020

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Exhibit 99.1

USA Technologies Reports Third Quarter Fiscal Year 2020 Results

“Capitalizing on its deep user base and industry leading technology, USA Technologies has begun to reestablish a foundation for growth in the midst of a challenging economic environment,” said Sean Feeney, Chief Executive Officer, USA Technologies. “As we all begin to recover from the COVID-19 shutdown, our priority continues to be the safety and well-being of all of our employees, as well as our customers, partners and shareholders. While the world gets back to business as usual USA Technologies has a new board and new management, and as part of this renaissance, we are focusing on the stability, growth and competitive positioning of our Company.”

As part of the new management initiatives, the Company has been re-organized into three different groups: Finance and Administration, Revenue and Customer Success; and Product, Technology, and Operations. Finance and Administration is led by Michael Wasserfuhr. Anant Agrawal, has been named Chief Revenue Officer, and as such will lead the Revenue and Customer Success organization. Jeff Vogt has been promoted to Chief Operating Officer and will lead Product, Technology and Operations.

Third quarter Fiscal 2020 Financial Highlights:

•	Revenue of $43.1 million, increased 14.3% year-over-year

o	License and transaction fee revenue of $35.0 million, increased 10.9% year-over-year

o	Equipment revenue of $8.1 million, increased 31.5% year-over-year

•	Net new connections of 34,000 bring total connections to 1,289,000

•	Gross margin of 25.5% compared with 26.4% in the prior year period

o	License and transaction gross margin of 36.4% increased from 35.6% in the prior year period

o	Equipment gross margin of (21.1)% compared with (20.3)% in the prior year period

•	Operating loss of $(10.2) million compared to operating loss of $(3.7) million in the prior year period

•	Net loss of $(9.6) million, or $(0.15) per basic share compared to net loss of $(4.6) million, or $(0.08) per basic share in the prior year period

•	Non-GAAP net loss of $(7.0) million, or $(0.11) per share compared to non-GAAP net loss of $(1.5) million, or $(0.02) per share in the prior year period

•	EBITDA of $(7.4) million compared to $(1.8) million in the prior year period

•	Adjusted EBITDA of $(5.9) million compared to $0.2 million in the prior year period

•	Ended the quarter with $25.9 million in cash and cash equivalents

Fiscal Year 2020 Outlook:

As previously disclosed on May 7, 2020 on Form 8-K, given the uncertainty surrounding the magnitude and duration of COVID-19 on our business, management has withdrawn its guidance and will not be issuing further guidance until the full impact of COVID-19 is better understood.

Webcast and Conference Call

A telephone replay of the conference call will be available from 7:30 p.m. Eastern Time on June 24, 2020 until 7:30 p.m. Eastern Time on June 26, 2020 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 # 2281328.

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

About USA Technologies

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.

Discussion of Non-GAAP Financial Measures:

This press release contains certain non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP (Generally Accepted Accounting Principles). Reconciliations between non-GAAP financial measures and the most comparable GAAP financial measures are set forth below in Financial Schedule D.

The following non-GAAP financial measures are discussed herein: adjusted EBITDA, non-GAAP net income (loss), and non-GAAP net income (loss) per share. The presentation of these additional financial measures is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income or net loss of USAT or net cash provided by (used in) operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with USAT's net income or net loss as determined in accordance with GAAP and are not a substitute for or a measure of the Company’s profitability or net earnings. These non-GAAP financial measures are not required by or defined under GAAP and may be materially different from the non-GAAP financial measures used by other companies. USAT has provided below in Financial Schedule D the reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

As used herein, non-GAAP net income (loss) represents GAAP net income (loss) excluding costs or benefits relating to any non-cash portions of the Company’s income tax provision, amortization expense related to our acquisition-related intangibles, non-recurring fees and charges that were incurred in connection with the acquisition and integration of businesses, non-recurring fees and charges that were incurred in connection with the Audit Committee investigation and financial statement restatement activities, class-action litigation or activist related expenses, changes in the fair value of our derivative, and stock-based compensation expense. Management believes that non-GAAP net income (loss) is an important measure of USAT’s business. Non-GAAP net income (loss) is a non-GAAP financial measure which is not required by or defined under GAAP. Management uses the aforementioned non-GAAP measures to monitor and evaluate ongoing operating results and trends and to gain an understanding of our comparative operating performance. We believe that these non-GAAP financial measures serve as a useful metric for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors’ overall understanding of our current and future financial performance. Additionally, the Company utilizes non-GAAP net income (loss) as a metric in its executive officer and management incentive compensation plans.

As used herein, Adjusted EBITDA represents net income (loss) before interest income, interest expense, income taxes, depreciation, amortization, non-recurring fees and charges that were incurred in connection with the acquisition and integration of businesses, non-recurring fees and charges that were incurred in connection with the Audit Committee investigation and financial statement restatement activities, class action litigation and activist related expenses, changes in the fair value of our derivative, and stock-based compensation expense.

We have excluded the non-cash expense, stock-based compensation, as it does not reflect our cash-based operations. Consistent with the exclusion of debt interest expense from EBITDA, the debt-related derivative gain recorded for the third quarter was also excluded from adjusted EBITDA. We have excluded the non-recurring costs and expenses incurred in connection with business acquisitions in order to allow more accurate comparison of the financial results to historical operations. We have excluded the professional fees incurred in connection with the class action litigation and the activist related matters as well as the non-recurring costs and expenses related to the Audit Committee investigation and financial statement restatement activities because we believe that they represent charges that are not related to our operations. Adjusted EBITDA is presented because we believe it is useful to investors as a measure of comparative operating performance. Additionally, the Company utilizes Adjusted EBITDA as a metric in its executive officer and management incentive compensation plans.

Forward-looking Statements:

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this release, including without limitation the business strategy and the plans and objectives of USAT'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, the ability of management to accurately predict or forecast future financial results, including earnings or taxable income of USAT; 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 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; whether USAT's customers continue to utilize USAT's transaction processing, route scheduling, inventory management, and related services, as our customer agreements are generally cancelable by the customer on thirty to sixty days' notice; the risk associated with the currently pending litigation or possible regulatory action arising from the internal investigation and its findings, from the failure to timely file its periodic reports with the Securities and Exchange Commission, from the restatement of the affected financial statements, from allegations related to the registration statement for the follow-on public offering, or from potential litigation or other claims arising from the shareholder demands for derivative actions; whether the application by USAT to relist its securities on The Nasdaq Stock Market LLC (“Nasdaq”) will be granted by Nasdaq or granted in a timely manner; the uncertainties associated with COVID-19, including its effects on the Company’s operations, financial condition, and the demand for the Company’s products and services; failure to comply with the financial covenants of our Term Facility; failure to negotiate amendments to the existing Term Facility or otherwise raise additional capital from other lenders or investors; uncertainties resulting from, among other things, quarantines of employees, customers, consumers, and suppliers, travel restrictions, reduced consumer spending, and closures of customer locations, manufacturing facilities, warehouses and logistics supply chains, associated with COVID-19; the Company’s ability to efficiently and flexibly manage its business and financial resources amid uncertainties related to COVID-19; uncertainty around the duration of the COVID-19 virus’ impact; or 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. 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.

(A) Balance Sheet

(B) Statements of Operations

(C) Statements of Cash Flows

(D) Reconciliation of GAAP to Non-GAAP Financial Measures

-F--USAT

USA Technologies, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

USA Technologies, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

USA Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Reconciliation of Net Loss to Adjusted EBITDA

Reconciliation of Net Loss to Non-GAAP Net Loss

Reconciliation of Net Loss to Adjusted EBITDA

Reconciliation of Net Loss to Non-GAAP Net Loss

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