Steve Herbert – Chairman & Chief Executive Officer Dave DeMedio – Chief Financial Officer Veronica Rosa – Vice President, Corporate Communications and Investor Relations.

Gary Prestopino – Barrington Research Mike Latimore – Northland Capital Markets Alexander Renker – Sidoti & Company R. Gregg Hillman – Wilshire Securities William Florida – Advisory Research Jim Gentrup – Discovery Investments.

Good day, ladies and gentlemen and welcome to the USA Technologies F1Q 2014 Earnings Conference Call. (Operator instructions.) As a reminder, this call will be recorded. I would now like to introduce your host for today’s conference, Vice President of Investor Relations, Ms. Veronica Rosa. You may begin..

Thank you and good morning. Before beginning today’s call I would like to remind our listeners that all statements other than statements of historical fact included in this call are forward-looking statements.

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 risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10(k) for the fiscal year ended June 30, 2013.

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 understanding our ongoing operations. 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 items and a reconciliation of these non-GAAP financial measures to GAAP financial measures can be found in our press release issued this morning and on the Investor Relations section of our website at www.usatech.com.

On our call this morning are Stephen Herbert, Chairman and Chief Executive Officer; and Dave DeMedio, Chief Financial Officer. We’ll begin this morning with a F1Q business review by Steve followed by a more detailed analysis of F1Q 2014 financial results by Dave.

Steve will return for some brief closing remarks before we open the call up for questions. At this point I’m going to turn the call over to Steve. Please go ahead, Steve..

Thank you and good morning, everyone. On our F4Q conference call held just six weeks ago we talked about the multiple ways we’re continuing to open up cashless adoption in the self-serve retail market, a market we estimate generates more than $120 billion in largely cash-based transactions today.

We also talked about how steady progress in each of these areas might transfer to F2014 financial targets for the business, including a 25% to 30% growth in service revenues, a 20% to 25% growth in total revenues, a 40% to 50% increase in adjusted EBITDA and a doubling of non-GAAP net income for F2014.

We also believe that as market dynamics continue to unfold and we maintain our leadership position, that given the size of the market relative to current penetration levels that achieving a half million connections to our service is not unreasonable over the next three to four years.

Under today’s model that would equate to about $100 million in revenues, double-digit operating margins – and given the fact that over 80% of our revenues are based upon our recurring revenue service-based model that would produce cash flows which we believe would be of high value.

Our F1Q results reflect steady progress towards these strategic opportunities and financial targets. Our service revenues, driven by connections to our ePort Connect service base increased by 23% and total revenues were up 21% from the same period last year. Adjusted EBITDA of $1.5 million doubled from the same period last year.

We also continued to deliver a solid number of new connections to our service in F1Q – 14,000 connections from a mix of vending, kiosk, amusement, commercial laundry, and taxi and transportation customers, highlighting the versatility of our ePort Connect service platforms across multiple segments of the self-serve retail market.

Compared to F1Q new connection activity in past years, we view that as a solid start. Service fees grew year-to-year and sequentially despite the 11,000 deactivations to our service as noted on last quarter’s call.

So while we don’t like to lose connections to our service I think the fact that we were able to post solid top-line progress towards our F2014 growth targets while also maintaining non-GAAP net income really speaks to the resiliency of our service-based business and how far that has developed in the past few quarters.

To capture the substantial industry and financial opportunities we see for USA Technologies our growth platforms are aligned around three major areas for F2014 and are essentially designed to drive an increasing number of connections to our service over the next several years.

Those areas are continued penetration of our existing customer base; strengthening our reach to adjacent self-serve retail markets such as commercial laundry, kiosk, amusement, and taxi and transportation; and leveraging our ePort Connect service via QuickConnect with other industry developers and manufacturers in the self-serve retail market.

In addition, to benefit customers in all these areas we continue to develop and bring to market value-added offerings that drive more value into every connection to our service.

In F2014 we laid a lot of groundwork in these areas, so our efforts in F1Q 2014 were focused on beginning to operationalize some of these opportunities while also adding more firepower to this effort, primarily in terms of sales and marketing.

Total connections to our ePort service grew to 217,000 connections as of September 30, reflecting a 35% three-year compound annual growth rate. We also added 550 new customers to the ePort Connect service for a total of 5600 as of September 30, a 65% three-year CAGR.

We’re attracting customers from a broader range of industries and size now as opposed to prior years, particularly as we continue to develop our inside sales or SMB group.

The growing interest by small- to medium-sized customers sends another strong signal regarding adoption in the industry in my view as the smaller players begin to join in this market’s cashless transition.

We achieved these important industry milestones we believe by making cashless easy, scalable, reliable, and beneficial for our customers in self-serve retail.

In vending for example the value generated by our turnkey and comprehensive cashless and telemetry offerings has earned us what we understand to be the majority share of existing cashless connections.

In vending alone our customers range from global food service organizations such as Compass Canteen, Aramark and Sodhexo, a host of Pepsi and Coca-Cola bottlers, as well as large and small self-serve retail business operators throughout the US.

We believe that these existing customers together constitute over 2 million potential connections to our service so they’re our most significant opportunity for near-term growth in connections. In F1Q accordingly these customers accounted for the majority of our new connections.

Our goal therefore is to be assertive, to do all that we can to drive cashless penetration within these existing accounts. Customer-specific performance data, for example, we believe is critical to this effort.

With 200,000 plus self-serve retail locations and 5600 customers we’re tracking cashless sales and cash sales and facilitating data feeds to logistics and fulfillment systems that today amounts to over 2 Terabytes of information.

We believe this information is a significant strategic advantage for USA Tech and one that we’ll continue to leverage on behalf of our customers to make them more informed and successful as they transition to cashless.

In F1Q we continued to accelerate the rate at which we present customer-specific performance data on multiple levels, from tailored emails to an enhanced online dashboard on our customer web portal USA Live, to face-to-face consultation with customers.

Consistent with our own knowledge base report issued in the spring, as we continue to consult with our customers to better understand their existing cashless platforms and the potential naturally for continued expansion of cashless, they’re beginning to see and talk about the real benefits on their own.

Many are seeing a 20% to 30% uplift in revenues, sales volume and/or average spend as a result of cashless as they reengage with currency-constrained consumers, more successfully implement price increases, and carry more targeted product.

Ultimately we anticipate that it will be about the power of big data in accelerating this emerging market especially as loyalty offerings begin to collect new, even more valuable information about purchasing demographics and preferences from consumers..

A great example of how we continue to leverage our market leadership and customer base is reflected I believe in our recent announcement with US Connect. This commitment for 50,000 ePorts and corresponding connections to our ePort Connect service over the next five years is our largest customer commitment ever.

US Connect is a consortium of roughly 25 independent vending operating companies and growing throughout the US, many of which are already on our service.

Perhaps more important this group has indicated that they want to be 85% cashless in five years, so I think this is another great signal for others in the industry that could accelerate the mindset towards accelerated cashless adoption.

While our early wins and progress have largely been in vending we believe there’s considerable room for growth in adjacent self-serve retail markets such as amusement, commercial laundry and kiosk.

In addition to existing customers like AMI Entertainment or Starbucks, our other customers in these markets are in the early stages of cashless adoption and therefore well-suited for USAT’s market-leading ePort service.

To expand our sales reach in these areas we’ve established a variety of new distribution relationships over the last several quarters. For example, last quarter we launched a partnership with Setomatic Systems to further penetrate the $5 billion plus commercial laundry space.

As part of this relationship USAT exclusively provides the cashless payment services for Setomatic’s Spyderwash cashless acceptance offering. Last quarter we transitioned their existing base of 5000 cashless connections, converting over 100 independent commercial laundry operators to our service in the process.

In F2014 we’re hoping to add several thousand more connections as a result of this relationship, and based on our F1Q performance it looks like we’re on track to do that. In addition, our work with Betson Enterprises, a nationwide distributor to the amusement industry, continues to lead to new connections in this $5 billion largely coin-op industry.

Next week in fact USAT will join Betson at this industry’s most important trade event where our technology will be visible across the show floor with almost a dozen different customers. In our F1Q we extended our industry reach to the $11 billion taxi and transportation industry with our new ePort GO product.

This industry is a mixture of cash and credit users with the latter using expensive and aging technology and expensive, complex payment services that we believe can benefit from a mobile-based upgrade cycle.

ePort GO is a cost-effective mobile-based solution that handles all aspects of an operator’s business processes – dispatching, trip management, recordkeeping, navigation, and payment. It’s easy to implement, scalable and more cost effective than current solutions.

In addition to several new customers already ePort was the featured product in the Verizon Wireless booth at a major taxi and transportation show held in Boston. Verizon intends to make ePort GO available to its customers under our existing strategic partnership agreement.

In F1Q our work with ePort GO has also led to a major win in this segment using our web service QuickConnect, which leads us to our third growth plank.

Our third growth plank is really about making the ePort Connect service the platform of choice among developers and manufacturers who need a self-serve retail payment solution that’s easy to implement, scale, and maintain. Through our web service QuickConnect, we’ve made that easy on us and easy on them.

QuickConnect is essentially a three-step process. The customer or developer downloads the API calls from the QuickConnect website. They incorporate the QuickConnect API calls and software into their self-serve retail application or device and then we help them get the device or app certified on our ePort Connect service.

This area not only leverages our existing service infrastructure but also it demonstrates our agility across industries and platforms. In addition, QuickConnect connections very rarely require JumpStart funding as they’re primarily software-based, thereby optimizing cash flow.

We have a host of other QuickConnect engagements going on that we believe hold promise for F2014.

That said, during F1Q approximately 2800 connections came from a mobile payment application we integrated for a new customer in the taxi and transportation industry – what they saw with ePort GO and what they learned about our turnkey comprehensive service platform ePort Connect.

In summary, we’re driving growth, achieving important milestones with customers and strategic partners and we’re using our increasing scale to strengthen our competitive edge and achieve more cost savings and added benefits for our customers.

With that I’m going to turn the call over to our CFO, Dave DeMedio for some additional details relative to F1Q financials as well as the financial trends anticipated for the remainder of F2014.

Dave?.

A great example of how we continue to leverage our market leadership and customer base is reflected I believe in our recent announcement with US Connect. This commitment for 50,000 ePorts and corresponding connections to our ePort Connect service over the next five years is our largest customer commitment ever.

US Connect is a consortium of roughly 25 independent vending operating companies and growing throughout the US, many of which are already on our service.

Perhaps more important this group has indicated that they want to be 85% cashless in five years, so I think this is another great signal for others in the industry that could accelerate the mindset towards accelerated cashless adoption.

While our early wins and progress have largely been in vending we believe there’s considerable room for growth in adjacent self-serve retail markets such as amusement, commercial laundry and kiosk.

In addition to existing customers like AMI Entertainment or Starbucks, our other customers in these markets are in the early stages of cashless adoption and therefore well-suited for USAT’s market-leading ePort service.

To expand our sales reach in these areas we’ve established a variety of new distribution relationships over the last several quarters. For example, last quarter we launched a partnership with Setomatic Systems to further penetrate the $5 billion plus commercial laundry space.

As part of this relationship USAT exclusively provides the cashless payment services for Setomatic’s Spyderwash cashless acceptance offering. Last quarter we transitioned their existing base of 5000 cashless connections, converting over 100 independent commercial laundry operators to our service in the process.

In F2014 we’re hoping to add several thousand more connections as a result of this relationship, and based on our F1Q performance it looks like we’re on track to do that. In addition, our work with Betson Enterprises, a nationwide distributor to the amusement industry, continues to lead to new connections in this $5 billion largely coin-op industry.

Next week in fact USAT will join Betson at this industry’s most important trade event where our technology will be visible across the show floor with almost a dozen different customers. In our F1Q we extended our industry reach to the $11 billion taxi and transportation industry with our new ePort GO product.

This industry is a mixture of cash and credit users with the latter using expensive and aging technology and expensive, complex payment services that we believe can benefit from a mobile-based upgrade cycle.

ePort GO is a cost-effective mobile-based solution that handles all aspects of an operator’s business processes – dispatching, trip management, recordkeeping, navigation, and payment. It’s easy to implement, scalable and more cost effective than current solutions.

In addition to several new customers already ePort was the featured product in the Verizon Wireless booth at a major taxi and transportation show held in Boston. Verizon intends to make ePort GO available to its customers under our existing strategic partnership agreement.

In F1Q our work with ePort GO has also led to a major win in this segment using our web service QuickConnect, which leads us to our third growth plank.

Our third growth plank is really about making the ePort Connect service the platform of choice among developers and manufacturers who need a self-serve retail payment solution that’s easy to implement, scale, and maintain. Through our web service QuickConnect, we’ve made that easy on us and easy on them.

QuickConnect is essentially a three-step process. The customer or developer downloads the API calls from the QuickConnect website. They incorporate the QuickConnect API calls and software into their self-serve retail application or device and then we help them get the device or app certified on our ePort Connect service.

This area not only leverages our existing service infrastructure but also it demonstrates our agility across industries and platforms. In addition, QuickConnect connections very rarely require JumpStart funding as they’re primarily software-based, thereby optimizing cash flow.

We have a host of other QuickConnect engagements going on that we believe hold promise for F2014.

That said, during F1Q approximately 2800 connections came from a mobile payment application we integrated for a new customer in the taxi and transportation industry – what they saw with ePort GO and what they learned about our turnkey comprehensive service platform ePort Connect.

In summary, we’re driving growth, achieving important milestones with customers and strategic partners and we’re using our increasing scale to strengthen our competitive edge and achieve more cost savings and added benefits for our customers.

With that I’m going to turn the call over to our CFO, Dave DeMedio for some additional details relative to F1Q financials as well as the financial trends anticipated for the remainder of F2014.

Dave?.

A great example of how we continue to leverage our market leadership and customer base is reflected I believe in our recent announcement with US Connect. This commitment for 50,000 ePorts and corresponding connections to our ePort Connect service over the next five years is our largest customer commitment ever.

US Connect is a consortium of roughly 25 independent vending operating companies and growing throughout the US, many of which are already on our service.

Perhaps more important this group has indicated that they want to be 85% cashless in five years, so I think this is another great signal for others in the industry that could accelerate the mindset towards accelerated cashless adoption.

While our early wins and progress have largely been in vending we believe there’s considerable room for growth in adjacent self-serve retail markets such as amusement, commercial laundry and kiosk.

In addition to existing customers like AMI Entertainment or Starbucks, our other customers in these markets are in the early stages of cashless adoption and therefore well-suited for USAT’s market-leading ePort service.

To expand our sales reach in these areas we’ve established a variety of new distribution relationships over the last several quarters. For example, last quarter we launched a partnership with Setomatic Systems to further penetrate the $5 billion plus commercial laundry space.

As part of this relationship USAT exclusively provides the cashless payment services for Setomatic’s Spyderwash cashless acceptance offering. Last quarter we transitioned their existing base of 5000 cashless connections, converting over 100 independent commercial laundry operators to our service in the process.

In F2014 we’re hoping to add several thousand more connections as a result of this relationship, and based on our F1Q performance it looks like we’re on track to do that. In addition, our work with Betson Enterprises, a nationwide distributor to the amusement industry, continues to lead to new connections in this $5 billion largely coin-op industry.

Next week in fact USAT will join Betson at this industry’s most important trade event where our technology will be visible across the show floor with almost a dozen different customers. In our F1Q we extended our industry reach to the $11 billion taxi and transportation industry with our new ePort GO product.

This industry is a mixture of cash and credit users with the latter using expensive and aging technology and expensive, complex payment services that we believe can benefit from a mobile-based upgrade cycle.

ePort GO is a cost-effective mobile-based solution that handles all aspects of an operator’s business processes – dispatching, trip management, recordkeeping, navigation, and payment. It’s easy to implement, scalable and more cost effective than current solutions.

In addition to several new customers already ePort was the featured product in the Verizon Wireless booth at a major taxi and transportation show held in Boston. Verizon intends to make ePort GO available to its customers under our existing strategic partnership agreement.

In F1Q our work with ePort GO has also led to a major win in this segment using our web service QuickConnect, which leads us to our third growth plank.

Our third growth plank is really about making the ePort Connect service the platform of choice among developers and manufacturers who need a self-serve retail payment solution that’s easy to implement, scale, and maintain. Through our web service QuickConnect, we’ve made that easy on us and easy on them.

QuickConnect is essentially a three-step process. The customer or developer downloads the API calls from the QuickConnect website. They incorporate the QuickConnect API calls and software into their self-serve retail application or device and then we help them get the device or app certified on our ePort Connect service.

This area not only leverages our existing service infrastructure but also it demonstrates our agility across industries and platforms. In addition, QuickConnect connections very rarely require JumpStart funding as they’re primarily software-based, thereby optimizing cash flow.

We have a host of other QuickConnect engagements going on that we believe hold promise for F2014.

That said, during F1Q approximately 2800 connections came from a mobile payment application we integrated for a new customer in the taxi and transportation industry – what they saw with ePort GO and what they learned about our turnkey comprehensive service platform ePort Connect.

In summary, we’re driving growth, achieving important milestones with customers and strategic partners and we’re using our increasing scale to strengthen our competitive edge and achieve more cost savings and added benefits for our customers.

With that I’m going to turn the call over to our CFO, Dave DeMedio for some additional details relative to F1Q financials as well as the financial trends anticipated for the remainder of F2014.

Dave?.

Thank you, Steve. F1Q results were essentially on track with our expectations, with revenues coming in slightly higher than expected. License and transaction fees grew by 23% for F1Q 2014 and represented 84% of the total revenue mix for the quarter. Equipment sales grew 9% reflecting growth in both direct sales of ePorts and Energy Miser products.

Total revenues came in at $10.1 million, up 21% from F1Q 2013. Non-GAAP net income was approximately $75,000 for F1Q, up from a non-GAAP net loss of approximately $96,000 in F1Q last year.

After dividends on our preferred shares which accrue twice a year, non-GAAP net loss applicable to common shareholders for F1Q was approximately $258,000 or $0.01 per share.

As a reminder, an Excel file with these non-GAAP reconciliations is also posted on our IR page of our website, www.usatech.com, under “Financial Information.” GAAP net income, which includes the fair value of warrant adjustment, was approximately $300,000 for F1Q 2014 compared to net income of $39,000 for the comparable quarter in F2013.

After dividends on our preferred shares, GAAP net loss applicable to common shareholders for F1Q 2014 was approximately $39,000 or $0.00 per share. As indicated last quarter, while we expect to achieve operating expansion over the course of F2014 we also that F1Q was going to pull back a bit before starting to work its way back up.

There are several reasons for this, namely the deactivation of devices we absorbed this quarter, timing of newly negotiated costs of services reductions versus new pricing provided to key customers as well as our need to invest in sales, marketing, and several other areas that form the basis of our F2014 growth objectives.

Key drivers of our performance in the quarter included a strong F4Q 2013 which produced 18,000 new connections to our service – there is a typical lag in terms of when new connections transfer to top line revenue with respect to license and transaction fees and thereafter as transaction volumes build on these devices; and second, the benefit of 14,000 gross connections in F1Q.

Of the 14,000 gross connections we began to see diversity among industries and product lines, consistent with our strategies to expand our reach into those areas. Vending accounted for about 60%; commercial laundry, 10%; transportation, 20%; and all other including amusement and kiosk, 10%.

In addition, the mix of JumpStart to total gross connections of 14,000 was a low 37% in F1Q as more connections were gained through software-based connections using our web service.

We’ve also introduced more purchasing alternatives that incent customers to purchase versus rent our hardware, and those programs helped shift connections away from JumpStart in the quarter. We also handled $67.9 million in small ticket transactions in F1Q, a 35% increase over the prior year’s quarter.

Against those 14,000 new connections in F1Q we absorbed 11,000 deactivations from one customer as noted on last quarter’s conference call for a net of 3000 connections for the quarter. This customer has been moving to a do-it-yourself solution but still has connections with USAT.

The most conservative approach to any risk assessment here would be that as of September 30, these connections represented approximately $1.6 million in license and transaction fee revenues for the remaining nine months of our F2014, or approximately 3.5% of our F2014 revenue expectations of $43 million to $45 million.

That risk aside we are still comfortable with our revenue expectations which target 25% to 30% growth in license and transaction fees and 20% to 25% growth in total revenues for the fiscal year, and that’s based on 50,000 net connections. Gross profit of $3.6 million for F1Q increased 14% from $3.1 million for F1Q 2013.

Gross revenues came in at 35.4%, down from 37.5% for the same period last year, due to the margins on license and transaction fees in the quarter which represent the bulk of our gross profit dollars.

Gross margins on license and transaction fees for F1Q came in at 36% as we indicated on last quarter’s call, reflecting deactivation of units and the lag time between certain pricing incentives and the cost benefits achieved with the supplier that didn’t take effect until towards the end of the quarter.

As a result, as those cost benefits materialize we anticipate that we’ll be back at our targeted 40% GP on license and transaction fees most likely for F2Q or F3Q. Non-GAAP operating expenses were $3.5 million in F1Q compared to $3.1 million in F1Q 2013 as we continue to ramp up F2014 growth initiatives.

On a GAAP basis which includes proxy costs incurred in F1Q last year the change was flat. With revenue per employee at over $700,000 in the quarter from $670,000 in F1Q 2013 this is an area where we believe we have a great deal of leverage as the business grows.

Moving to cash and liquidity, our cash and cash equivalents stood at approximately $5.8 million as of September 30, down just slightly from $6.2 million at F1Q 2013. Adjusted EBITDA was approximately $1.5 million for F1Q, up from $700,000 last year which contributed to the 35% growth in net cash generated from operations for F1Q of $900,000.

Use of cash for our JumpStart program stayed relatively flat versus F1Q 2013 even though the number of units deployed in JumpStart this quarter were fewer when compared to the year-ago quarter.

This is due to the change in inventory levels of JumpStart equipment we had on hand at the end of F1Q 2014 (inaudible) as those units are also part of this figure.

For the remainder of the year we continue to remain comfortable with cash on hand, continued improvement in cash generated from operations as the service model builds, and our $5 million credit line with [Avid Bank], of which the balance drawn on the line stood at $4 million as of September 30.

We also have the potential for adding an additional fusion of cash as the $1.13 warrants approach their maturity date on December 31, 2013. Approximately 2 million warrants were outstanding as of September 30.

So to recap our guidance for F2014 we expect continued expansion of our ePort Connect service base to deliver growth in license and transaction fees in the 25% to 30% range with total revenues growing approximately 20% to 25%. This revenue expectation is based on roughly 50,000 net connections.

Achievement of our revenue and connection goals coupled with efficiencies gained from cost reductions and operating leverage over the course of the year should translate into 100% improvement in non-GAAP net income to roughly $1.8 million from $900,000 for F2013.

We believe this would equate to a 40% to 50% increase in adjusted EBITDA from the $5.8 million in adjusted EBITDA last fiscal year. We expect that this improvement in addition to growth from other programs that are less reliant on CAPEX requirements will begin to generate sustainable free cash flow in F4Q.

Free cash flow in this sense is cash from operations less capital expenditures as reported in the “Investing Activities” section of the Cash Flow Statement. And with that I’d now like to turn the call back over to Steve..

Thank you, Dave, and thank you all for your attention this morning. We’ve been opening a lot of doors for USAT over the last 18 months and I think we began to see the benefits of those strategies in the mix of F1Q connections.

We have a great deal of work underway and we think F2014 could be another exciting year as adoption continues to accelerate and as we execute against multiple strategies that help drive connections to our service in the self-serve retail market. At this point we’d be happy to take your questions.

So Operator, if you would, please open the call and provide instructions for our Q&A session. Thank you very much. .

Something happened to our Operator, so Gary, are you there? Go ahead..

Okay. A couple of questions here. First of all, Steve, did you say that about 75% of your new connections came from your existing client base this quarter again? I missed that..

I think the mix was a little bit different.

Dave, 75% from the existing customer base?.

Yeah, Gary, this quarter was actually lower than 75%. In the past it’s been more like 80% and in this quarter closer to 60%. And we got 20% of our connections coming from a new ePort mobile web service customer so that helped drive the number of new connections coming from existing customers a little lower..

For mobile it’s a taxi, right?.

In this case it was, Gary..

And did you, all of those connections that you said you were, when you first made that announcement – have they been completed on that contract that you initially signed?.

Gary, which contract are you referring to?.

You said you had about 3000 connections through an entity that has that (inaudible) for doing the taxi business.

Am I correct with that or am I mistaken?.

Yes, Gary, that is that contract. That’s exactly right..

Okay. So I guess I want to get back to this whole taxi business in and of itself because it intrigues me.

Maybe you can explain – you guys just support the connection; you have somebody else out there doing the software, correct?.

In this particular case that is actually true, Gary. This customer had their own mobile payment application that they wanted to put into their fleet and they came to us, they certified their mobile platform via our QuickConnect service that we talked about.

So they took the API calls, they went through the development and the cert process and they took their own application and put it on our service..

And that’s more or less how you’re going to target this going forward? You’re going to have to have some other applications put on your service?.

It may be true in some cases, but in other cases not. For instance, we have ePort GO which is an offering which the company has which I think you know about and we talked about. So we have our own application and there are some customers that want to come to us with their own applications, which is the beauty really of QuickConnect.

We can take connections from someone who either has their own application or their own device or they can use our device or they can use our applications. And that’s really where we want to be at the end of the day with an open service that people are driving connections to in our particular market space..

in terms of the cost differential versus existing systems, how much does that cost differential benefit you in terms of what you’re offering the taxi companies?.

Well, the interesting thing is that for us the economics are a little bit different in this particular channel and are more beneficial to USAT.

I don’t know that we’re in a position to quantify that but that’s one of the other attractive things, that some of the other self-serve retail verticals the model’s a little different and that we can benefit from it..

Good..

(Operator instructions.) Our next question comes from Mike Latimore, your line is open..

Yeah, good morning. Nice solid quarter, there..

Thank you, Mike..

Yeah.

In terms of the outlook for the year, what percent of connections do you think will come from JumpStart and maybe separately the vending vertical?.

Mike, we have been targeting 65% of connections for the fiscal year approximately coming from JumpStart. F1Q was obviously lighter than we had expected at 37% although for the remainder of the year I do think we’re going to get back closer to the 65% range of connections coming from jump start..

Got it.

And then when we think about revenue per connection for verticals outside of vending, is there a way to narrow that down a little bit? Is it better or worse than vending? I think some are better, some are maybe a little bit lower but how should we think about revenue connections outside of the vending industry?.

And you’re right – a couple of the vertical markets we’re in have a little different revenue mix than our traditional vending connections. For example laundry tends to be a little less of revenue per connection in a laundry machine, and a vertical like taxi could be a little bit more per connection.

In terms of modeling those verticals’ markets’ influence on our results, I don’t expect our entry into those markets to substantially change the mix of our revenue as we anticipate still the majority of our connections are going to come from vending and our revenue metrics are going to be more closely tailored to that of vending.

Now if we do achieve more growth in those verticals than anticipated and they start to influence we’ll come back to the marketplace and on a future call with an update as to the revenue per connection..

Very nice.

And I think you gave us this – what was the transaction volume in the quarter?.

It was $67.9 million across 38.5 million transactions..

Great.

And then your revenue guidance for the year, do you assume any additional deactivations in that revenue guidance?.

In modeling, Mike, we assume outside of the 11,000 that we talked about last quarter we do assume some immaterial amounts of deactivations. But we’re really targeting to a net deactivation number of 50,000 which means if we have any future deactivations our growth in new connections need to outpace that in order for us to achieve our 50,000 net..

Okay, and then just the last question – I think the G9 device is going to come out this year.

Any specific timing in terms of when that starts to ship?.

Hi Mike, it’s Steve. Actually the G9 is shipping this quarter. We’re pleased about that..

Great, thanks a lot..

Thank you. Our next question comes from Alexander Renker from Sidoti & Company. Your line is open..

Hi everyone, nice quarter..

Oh, thanks Alex, and thanks for your interest in our company..

Yeah, of course. So I was just wondering how we should think about that JumpStart number for the rest of the year with the inventory build here during the quarter.

Is that something that is going to be lower year-over-year for subsequent quarters given that it was kind of the same this quarter year-over-year?.

how many units we put out under JumpStart and the inventory we have on hand at the end of the quarter..

Okay thanks, that’s helpful..

And just as another additional comment on that, by the end of this quarter we expect to be holding fewer G8s as the new G9 units come in.

And the G9 units, I think we talked about a lower price per unit – that will also help drive down the JumpStart dollars per connection, or per JumpStart connection as we go out into the second half of our fiscal year..

Okay, thanks.

And then on the 11,000 cancellations, were those vending? Can you just remind me?.

Those were in the vending space, yes..

And Alex, let me add on to what Steve has just said. They were in the vending space and the customer owns that equipment, so those devices were not under JumpStart..

Okay, great. Alright, thanks guys..

Thank you..

Thank you. Our next question comes from Gregg Hillman with Wilshire Securities. Your line is open..

Good morning.

Could you comment on JumpStart going forward into F2015, F2016? Do you think it will trend to below 50% of the connections?.

Actually it will and that’s really the way that we intend that business to go.

The fact of the matter is that as we continue to bring on customers in these adjacent verticals, some of whom don’t even require a device, we fully expect that percentage to go down over time and certainly expect it to go down below 50% for multiple reasons but I just gave you one of them..

Okay, and then the G8 versus the G9 – what percentage less is that in price, the G9 versus the G8?.

I think we gave a range of 20% to 30% on a previous call. It’s a meaningful reduction..

20% to 30% less?.

That’s correct..

Okay, and then does that happen once a year that you redo the units, the ePorts?.

Not necessarily. We typically go through development cycles on devices a little less frequently than that with the goal of… I think everyone’s familiar with buying electronics whether it’s for business or personal use. You’re always looking to get more for less, and in the case of G9 that’s exactly what we did with our customers.

We brought them additional functionality and a smaller footprint for a lower price. So it’s being received very well..

And then, David, when do the preferred dividends discontinue?.

They don’t. They’re biannual, two times a year and they’ll accrue as long as the preferred shares are outstanding. And there’s no call..

And do you have a right to buy them back? Do you have an option with preferred shares to buy those instruments back?.

We can certainly – we have that flexibility to do so. Whether or not that’s the direction we’re going to go is something that I know is discussed at times here. But right now there’s no strategy or no immediate strategy to do that, to buy those back..

Okay. And then finally on the stock-based comp, that was down year-over-year for the three months.

Can you give me an idea of what will that be going forward, or what’s that based on – the stock price? Or what’s your take on that?.

Well, the stock-based comp is essentially based on metrics that the company’s trying to hit. Typically if you see increased numbers in stock-based comp then correspondingly you’ll be seeing numbers that you’re happy with related to the performance of the business..

Okay. That’s great, I’ll get back in queue. Thanks..

Thank you..

Thank you. Our next question comes from William Florida from Advisory Research. Your line is open..

Yes, thank you. Just coming back to the preferred dividend, so I think you said earlier in the call you expected to be free cash flow positive by the end of the year.

Is that the earliest that you guys could take out some of the preferred dividends if they’re expensive or do you have flexibility to do it before then?.

William, thanks for your question. When we do achieve free cash flow I think the strategic direction of the company will be to use that cash to continue to grow the operations of the business. However, it could be decided at that point to do something with the preferred and we’ll leave our options open.

But at the moment we intend to use cash generated by the business and any free cash flow from the business to grow the operations of the business..

Okay, thanks for the answer..

Thanks, Bill..

Thank you. Our next question comes from Jim Gentrup from Discovery Investments. Your line is open. .

Good morning. I had a couple questions for you regarding, Dave, your comments about the gross margin kind of bounce back.

You said something about F2Q or F3Q – can you help us understand is that something that’s going to be gradual or won’t bounce back? Can you explain a little more about that?.

I believe we can hit a bounce back from 36% to 40% in F2Q. There could be, we could mix by a few percentage points, 38%, 39%, but there is an opportunity to get back to that definitely by the end of F2Q. But definitely if not in F2Q, if we miss a little bit in F2Q I think it’ll be back to the 40% range in F3Q..

And what has to happen in F2Q to get back to 40%?.

Yeah, it’s just normal business as usual. The cash incentives or the cost reductions that we receive from the supplier need to be fully materialized in the quarter as well as we need to get those units that we put out in F1Q, we need to get those generating service few revenues. And once that happens it’s just business as usual.

It should take us back to that 40% range I’m anticipating hopefully in F2Q, but if not in F2Q… There’s be an increase over the 36% in F2Q but definitely 40% by at least F3Q..

So it’s a function of just how quickly the new connections kind of begin to contribute meaningfully..

Correct..

Okay.

And then could you repeat the vertical, the breakdown that you gave us on a vertical real quick – the different verticals, how they contributed?.

Yes. 60% of our connections came from vending; 10% of our connections came from commercial laundry; 20% transportation and that’s the taxi connections we talked about; and then the remainder 10% came from amusement and kiosk..

Great.

And how would you expect that to change as we go through the year?.

This is Steve. I believe we’ll have continued contribution from the other verticals; however, it’s really hard to predict. We’re hoping for a healthy mix from all of the channels for various reasons, including the fact that we want a diverse base of customers across self-serve retail markets. But to make a short story long it really is hard to predict.

And you also have to keep in mind that a large majority of our business is expected to come from our existing base which is largely vending, so you know that it’ll be skewed in that direction. But the others are really hard to predict..

Great, and juts one last question surrounding the guidance. I’m assuming that you are expecting to retain the rest of the connections that you currently have from the large customer – the large 11,000 loss you had in F1Q.

Your guidance assumes you’re going to retain the connections for the rest of this fiscal year anyway, correct?.

Well, we built in, as we said on our last call and I think we said on this call, we built into the guidance the activity expected from that particular customer. And specifically I think today, and I think wisely Dave stated we’re taking the most conservative approach and laying out the risk.

I think we laid out there the total risk for everyone for the rest of the year of $1.6 million for the next nine months, or 3.5% of our expected revenues for the year which essentially leads us to a comfort level to hit guidance. So I don’t think we can be any more clear than that – we’re taking a very, very conservative approach..

And the 50,000 net new that you’re basing your expectations on, that’s a net number? I’m sorry, that’s what I meant to ask – that’s a net number, right?.

That’s correct. That number that Dave gave is a net number..

Okay, thank you guys..

You got it..

Thank you. (Operator instructions.) Our next question comes from Gary Prestopino from Barrington Research. Your line is open..

Yeah, a couple of follow-ups please.

Why was the D&A in the operating expense line down it looks like about 50% in the quarter?.

You mean, Gary, the reduction in that expense?.

Yeah, why was it down year-over-year?.

It was down because of the amortization of intangible assets. We fully amortized our intangibles, the ones that were being amortized. They finished their amortization in July of this year so we just had a half month of amortization..

That run rate or close to it, somewhere around there, should continue throughout the rest of the year – right?.

Correct, yes. And last fiscal year that amortization was around $186,000 a quarter which essentially goes away now..

Okay, great.

And then a couple of other questions here – you added 14,000 new connections this quarter, right? Did all of those connections pay an activation fee?.

Gary, in large part all of our customers pay some form of activation fee. You can assume that’s the case. With some customers we do make exceptions based upon the model.

For instance, if we have a customer in a particular vertical, let’s just pick an example – a kiosk customer who’s selling through distributors and they believe that the activation fee can be a barrier to adoption with their operators, we’ll sometimes waive that and build it into the backend fees. And we recoup it later on down the road.

So we do flex but by and large we typically look for an activation fee of some type..

the agreement with Visa, is that coming up for expiration or has it been renewed?.

The situation with Visa is a very solid one. We continue to, I would venture to guess we’re adding more what they would call merchant locations or points of acceptance than just about anybody they’re working with in America.

They’re very attractive; they’re very attracted to the self-serve retail market and we have essentially what is an evergreen in our contract. So that’s not something we spend a lot of time talking to them about. We actually spend our time with them talking about revving up adoption..

As I recall last year at this time there was some agreement to renew the contract.

This year there’s just an evergreen and there hasn’t been any discussions on renewals, rates, etc.?.

That’s correct. I think we renewed for essentially two years unless somebody walked away..

Okay, great.

And then in terms of this business that you got with US Connect for over I guess 50,000 connections, when do you start seeing some of those roll into the mix?.

Well, some of the customers who are a part of their consortium are already customers of ours. So we have some of them on the service already and it’s my understanding that we’ve seen a small amount of activity thus far. So it will, just like any agreement it will start slowly.

The thing that is most exciting to us about US Connect as a company and as a consortium in general, is if you go out now… I would encourage you to look at their website.

If you go out now and look at their website a part of their DNA essentially is to fully leverage technology to create vending businesses of the 21st century, and that includes an anticipated 85% penetration of cashless over the five-year period, offering healthier and better and by the way, more expensive alternatives that require cashless.

So they’re really the perfect customer for us, and the people involved in running that entity they’re veterans of the industry. And they just backed away and said “You know what? Let’s create this from the ground up.” So we’re very excited about that alliance..

This would help you with other small operators that are not part of US Connect?.

Well, I think what it does, Gary, is that it sends a message. It just sends a message loud and clear to the industry that this is where the leaders are going. They’re headed in this direction and more and more we see large companies and small making the statement, the very same statement – “This is the direction we’re going.

We have some folks at 100%, we have some headed to 100%.” So it’s good. These are all good signs of accelerated adoption and penetration which of course is what we wall want..

Thank you very much..

You got it. Thank you so much for your interest..

Thank you, I’m showing no further questions. Ladies and gentlemen, thank you for participating in today’s conference. This concludes today’s program. You may all disconnect. Everyone, have a great day..