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): September 28, 2018
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)
|
(I.R.S. Employer Identification No.)
|
100 Deerfield Lane, Suite 300
Malvern, Pennsylvania 19355
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 610-989-0340
n/a
Former name or former address, if changed since last report
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))
|
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 September 28, 2018, USA Technologies, Inc. (the “Company”), entered into a letter agreement (the “Consent Agreement”) relating to the Company’s
existing Credit Agreement dated November 9, 2017 (“Credit Agreement”) by and among the Company, as the borrower, its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as the lender and administrative agent for the lender (the “Lender”).
The Consent Agreement extends the time period for delivery to the Lender of (i) the Company’s audited financial statements for the fiscal year ended June 30, 2018, and the related compliance certificate required pursuant to the Credit Agreement, to November 15, 2018; and (ii) the plan and forecast of the Company required pursuant to the Credit
Agreement to October 15, 2018. The foregoing description of the Consent
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 8.01 |
Other Events.
|
On October 1, 2018, the Company issued a press release announcing, among other things, that it was not in a position to file its Form 10-K within the 15 calendar day extention provided by the Form 12b-25 filed by the Company on September 13, 2018 with the
Securities and Exchange Commission. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 8.01 in this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended.
| Item 9.01. |
Financial Statements and Exhibits
|
|
Consent Agreement by and among the Company, its subsidiaries, and JPMorgan Chase Bank, N.A., dated September 28, 2018
|
|
|
Press Release of the Company dated October 1, 2018
|
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
USA TECHNOLOGIES, INC.
|
|
|
Dated: October
1, 2018
|
By:
|
/s/ Stephen P. Herbert |
| |
Stephen P. Herbert, | |
| |
Chairman and Chief Executive Officer | |
Exhibit 10.1
September 28, 2018
USA Technologies, Inc.
100 Deerfield Lane
Suite 300
Malvern, PA 19355
Attention: Priyanka Singh
| Re: |
CONSENT TO EXTENSION
|
Dear Sir or Madam:
We refer to that certain Credit Agreement, dated as of November 9, 2017 (as amended, restated, supplemented, or otherwise modified
from time to time, the “Credit Agreement”), among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”),
the other Loan Parties party thereto (together with the Borrower, the “Loan Parties”), the lenders party thereto from time to time (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.
Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Credit Agreement.
The Loan Parties have requested that the Administrative Agent consent to an extension of the delivery of: (i) the Borrower’s audited
financial statements for the fiscal year ended June 30, 2018, and the related compliance certificate required to be delivered pursuant to Section 5.01(a) and (c) of the Credit Agreement to November 15, 2018; and (ii) the plan and forecast of
Borrower required to be delivered pursuant to Section 5.01(e) of the Credit Agreement to October 15, 2018 (collectively, the “Specified Extension”).
At your request and subject to the terms and conditions of this letter agreement, the Administrative Agent consents to the Specified
Extension.
Each of the Loan Parties hereby (a) agrees that no Default or Event of Default exists as of the date hereof, (b) reaffirms all of its
obligations and covenants under the Credit Agreement and the other Loan Documents to which it is a party, (c) 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 (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 as of such date) and (d) agrees that
none of its respective obligations and covenants shall be reduced or limited by the execution and delivery of this letter agreement.
This letter agreement shall not become effective until each of the Loan Parties and the Administrative Agent have executed and
delivered this letter agreement to the Administrative Agent. Except for the consents set forth above, the text of the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This letter agreement shall
not constitute an amendment to of any other provision of the Credit Agreement or any other Loan Document. The Specified Extension is a one-time consent and shall not be construed as an agreement to consent to any future event. No consent by the
Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document is granted or intended except as expressly set forth herein. Except as set forth herein, the consents agreed to herein shall not constitute a modification
of the Credit Agreement or any of the other Loan Documents, or a course of dealing with the Administrative Agent and the Lenders at variance with the Credit Agreement or any of the other Loan Documents, such as to require further notice by the
Administrative Agent or the Lenders to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future. This letter agreement shall be a “Loan Document” for all purposes under the Credit Agreement.
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument. Delivery by one or more parties hereto of an executed counterpart of this letter agreement via facsimile, telecopy, or other electronic method of transmission
pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this letter
agreement. Any party delivering an executed counterpart of this letter agreement by facsimile or other electronic method of transmission shall also deliver an original executed counterpart to the Administrative Agent, but the failure to do so
shall not affect the validity, enforceability, or binding effect of this letter agreement.
[remainder of page intentionally left blank; signature pages follow]
|
BORROWER:
|
USA TECHNOLOGIES, INC.
|
|
By: /s/ Stephen P. Herbert
|
|
|
Name: Stephen P. Herbert
|
|
|
Title: Chief Executive Officer
|
ADMINISTRATIVE AGENT AND SOLE
LENDER:
|
JPMORGAN CHASE BANK, N.A.
|
|
|
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 consent (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.
|
As of September 28, 2018
|
|
|
STITCH NETWORKS CORPORATION
|
|
|
By: /s/ Stephen P. Herbert
|
|
|
Name: Stephen P. Herbert
|
|
|
Title: Chief Executive Officer
|
|
|
USAT CAPITAL CORP LLC
|
|
|
By: /s/ Stephen P. Herbert
|
|
|
Name: Stephen P. Herbert
|
|
|
Title: Chief Executive Officer
|
|
|
|
|
|
CANTALOUPE SYSTEMS, INC.
|
|
|
|
By: /s/ Stephen P. Herbert
|
|
|
Name: Stephen P. Herbert
|
|
Title: Chief Executive Officer
|
Exhibit 99.1
USA Technologies, Inc. Provides Update on Form 10–K Filing
MALVERN, Pa., October 1, 2018 -- USA Technologies, Inc. (NASDAQ: USAT) (the “Company”), a premier digital payment, consumer engagement and logistics service provider for the self-service retail market, today
provided an update on the work underway to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2018 (the “Annual Report”).
As announced on September 11, 2018 and reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission on September 13, 2018,
the Company was unable to file its Form 10-K within the prescribed time period due to an internal investigation being conducted by the Audit Committee of the Company’s Board of Directors into certain of the Company’s contractual arrangements,
including the accounting treatment, financial reporting and internal controls related to such arrangements.
The investigation remains ongoing and, as such, the Company was not in a position to file the Annual Report within the 15 calendar day extension provided by the 12b-25 filing. The Audit
Committee is working closely with its independent advisors to complete its investigation in as timely a manner as possible.
Additionally, on September 28, 2018, the Company entered into a consent letter (the “Consent Agreement”), with JPMorgan Chase Bank, N.A. (the “Lender”),
relating to the Company’s Credit Agreement by and among the Company, the Lender, and certain other parties. The Consent Agreement, among other things, extends the time period for delivery to the Lender of the Company’s audited financial
statements for the fiscal year ended June 30, 2018, and the related compliance certificate, until November 15, 2018.
About USA Technologies, Inc.
USA Technologies, Inc. is a premier payment technology service provider of integrated cashless and mobile transactions in the self-service retail market.
The company also provides a broad line of cashless acceptance technologies including its NFC-ready ePort® G-series, ePort Mobile® for customers on the go, ePort® Interactive, and QuickConnect, an API Web service for developers. Through its recent
acquisition of Cantaloupe Systems, Inc. ("Cantaloupe"), the company also offers logistics, dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management solutions. Cantaloupe
is a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee services.
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 are forward-looking statements. When used in this release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company or its management, identify forward looking
statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’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, uncertainty as to the scope, timing and ultimate findings of the internal investigation; the costs and expenses relating thereto; the
impact of the internal investigation on the Company, its management and operations, including potential financial impact on the Company; the risk of potential litigation or regulatory action arising from the internal investigation and its
findings or from the failure to timely file the Annual Report; the timing of the review by, and the conclusions of, the Company’s independent auditor regarding the investigation and its impact on the financial statements; possible default by the
Company under its credit facility; the potential identification of control deficiencies, including potential material weaknesses in internal control over financial reporting and the impact of the same; potential reputational damage that the
Company may suffer as a result of the matters under investigation; and the impact of the pendency of the investigation on the value of the Company’s common and preferred stock. Readers are cautioned not to place undue reliance on these
forward-looking statements. Any forward-looking statement made by us speaks only as of the date of this release. Unless required by law, the Company 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.
MEDIA CONTACT:
Media:
Joele Frank, Wilkinson Brimmer Katcher
Tim Lynch / Meaghan Repko
212-355-4449
Or
Investors:
Blueshirt Group
Monica Gould, +1 212-871-3927
monica@blueshirtgroup.com