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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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No fee required.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously filing by registration statement number, or the Form or Schedule and the date of its filing.
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MARKET LEADERSHIP
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• Leading provider of wireless, cashless payment and machine-to-machine
solutions for small ticket, self-serve retail industries such as vending & kiosk • Provider of energy saving technology to the cold beverage industry
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LARGE, UNTAPPED
MARKET OPPORTUNITY |
• Cashless and contactless small ticket, unattended market is largely
untapped, having traditionally relied on cash transactions • Millions of potential locations (connections)
• Existing customers have potential for 2.5 million connections (USAT est.)
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RECURRING
REVENUES FUELED BY SERVICE MODEL |
• Growing and reliable revenue stream driven by value-added service model
(network service fees; transaction processing) • 80% of revenues 3Q FY12
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IMPROVING
OPERATIONAL PERFORMANCE |
• Working toward profitability ; building scale as connection rates and
customer wins grow • Achieved positive Adjusted EBITDA Q3 FY2012 ; expect to achieve GAAP
profitability Q2 FY2013 (Dec. 2012, see Financial Assumptions in Appendix) |
TECHNOLOGY
BARRIERS |
• Proprietary technology with a strong patent portfolio
• 79 patents, trade secrets and “know how”
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STRENGTHENED
LEADERSHIP AND DIRECTION |
• New leadership; new strategic plan capitalizes on market trends, geared
towards sustainable growth and profitability • Stronger board composition
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3Q - 3/31/2012
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3Q - 3/31/2011
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License and transaction fees
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$5,985
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80%
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$4,314
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78%
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Equipment fees
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1,542
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20%
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1,209
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22%
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Total revenues
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7,527
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100%
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5,523
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100%
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Cost of services
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3,750
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3,188
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Services gross margin
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37%
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26%
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Cost of equipment
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982
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782
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Gross profit
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2,795
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1,553
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Gross profit margin
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37%
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28%
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Operating expense
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3,432
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3,221
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Operating loss
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(637)
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(1,668)
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Other income ((expense)
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$99
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(847)
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Net loss
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$(538)
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$(2,514)
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Net interest income
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(4)
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(4)
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Non-cash adjustments
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878
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1,578
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Adjusted EBITDA (1)
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$336
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$(940)
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3Q FY12 -
3/31/2012 |
Cash and cash equivalents
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$ 6,194
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Other current assets
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6,891
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Total current assets
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13,085
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Property and equipment
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9,870
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Intangibles, net and goodwill
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9,081
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Other non-current assets
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393
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Total assets
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$ 32,429
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Total current liabilities
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$ 6,756
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Warrant liabilities
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749
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Other long-term liabilities
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729
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Total liabilities
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8,234
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Total shareholders’ equity
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24,195
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Total liabilities and shareholders’ equity
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$ 32,429
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Key Areas
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Herbert
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Barnhart
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Brooks
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Schoch
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Arnold
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Petito
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Moschner
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Price
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Reilly
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Public company
leadership experience |
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Finance and deal
experience |
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Payments industry
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Wireless industry
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High volume
transaction processing |
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Bringing
technology to market |
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Scaling a growth
company |
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Sales & marketing
leadership |
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Public company
board experience |
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Stephen P.
Herbert
Chairman and
CEO |
• Formerly USAT’s President and COO
• Pepsi-Cola (field and headquarter roles in operations, sales and marketing),
directed development of market strategy for the vending channel and subsequently the supermarket channel for Pepsi-Cola in North America • USAT Board of Directors since April 1996
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Steven D.
Barnhart Lead
Independent |
• Formerly SVP & CFO, Bally Total Fitness, CEO & President of Orbitz
Worldwide • Chairman of our Nominating Committee
• USAT Board of Directors since October 2009
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Deborah G. Arnold |
• VP, Global Consumer Products at Visa International; founding member, now director,
NFC Forum (near field communications; emerging mobile market) • USAT Board of Directors since February 2012
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Joel
Brooks
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• CFO & Treasurer Senesco Technologies, CFO Blades Board and Skate, CFO
Cable & Company Worldwide, Controller, USA Detergent, Inc. • Chairman of Audit Committee
• USAT Board of Directors since March 2007
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Albin F.
Moschner
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• Formerly COO, Leap Wireless; President Verizon Card Services, Verizon Communications
for Verizon Credit Card - sales and manufacturing leadership roles • USAT Board of Directors since May 2012
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Frank A.
Petito, III
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• President of Orbitz for Business, VP M&A Hambrecht & Quist, Morgan Stanley
(investment banker) • USAT Board of Directors since February 2012
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Jack E.
Price
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• Formerly President and Division Chief Executive Officer of Philips Medical Systems North
America - $800 million to $5 billion in revenues; VP and GM, General Electric Medical Systems; President and CEO of NovaRay Medical Inc.; President and CEO of VSM MedTech Ltd. • USAT Board of Directors since October 2009
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William J.
Reilly, Jr.
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• President and CEO of Realtime Media, Inc.; COO, SVP of the Americas and Pacific RIM and
VP of Sales for Checkpoint Systems, Inc.; Independent consultant; principal for Chesterbrook Growth Partners • USAT Board nominee June 2012
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William J.
Schoch |
• President and CEO of Western Payments Alliance; VP Emerging Market Initiatives for Visa
International VP at Citibank, N.A.; Associate Director at NACHA (industry trade association and the administrator of the automated Clearing House (ACH) Network • Serves on the boards of Western Payments Alliance and NACHA (Steering Committee of
NACHA’s Council for Electronic Billing and Payment) • USAT Board nominee June 2012
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