Cantaloupe, Inc. · NASDAQ:CTLP

Cantaloupe — USA Technologies — Proxy Contest (June 2012)

42 slides from Cantaloupe's proxy contest presentation, Jun 20, 2012

  1. Slide 1: ISS Presentation June 2012

    ISS PRESENTATION June 2012

  2. Slide 2: Safe Harbor Statement

    SAFE HARBOR STATEMENT All statements other than statements of historical fact included in this presentation 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, b

  3. Slide 3: Agenda

    Agenda I. Business Overview II. USAT is Executing In Line with Strategic Plan to Generate Maximum Shareholder Value III. Delivering on Shareholder Commitments IV. Stronger Governance and a USAT Board that is Highly Qualified and Already Actively Engaged in the Business V. Why we Believe SAVE is Wron

  4. Slide 4: I. Business Overview

    I. Business Overview

  5. Slide 5: USA Technologies Overview

    USA TECHNOLOGIES OVERVIEW MARKET LEADERSHIP • 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 LARGE, UNTAPPED MARKET OPPORTUNITY

  6. Slide 6: Financial/Business Snapshot

    FINANCIAL/BUSINESS SNAPSHOT REVENUES Annual Revenues * $30 million annualized (based on 3Q % Growth in Licenses & Transaction Fees ended 3/31/12) * 80% of revenue mix from reliable, Customers and connections drive recurring revenues (inthousands) _ License and Transaction Fee growth 25, TWO TECHNOLO

  7. Slide 7: USA Technologies' Service Offerings

    USA TECHNOLOGIES’ SERVICE OFFERINGS

  8. Slide 8: ePort Service and Product Profile

    EPORT SERVICE AND PRODUCT PROFILE ePort Products ePort Connect Service Telemetry and Cashless Payment Systems Payment Processing, Product, Customer and Operational Data • Targeted gross margin of 30-35% • ePort G8 NFC enabled; 75,000 installed and mobile-ready • Wireless • PCI compliant • USAT has a

  9. Slide 9: Competitive Landscape: USAT Has 80% of Emerging Market

    COMPETITIVE LANDSCAPE USAT HAS 80% OF EMERGING MARKET (1) USA TECHNOLOGIES InOne Technology/Coinco Cantaloupe Sys. Crane Mdse Sys. MEI Device Solution Sales/Accounting Solution Card Processing/ Merchant Services USAT is the only company that offers a complete turn-key solution, from activation to cu

  10. Slide 10: Market Opportunity Is Vast

    MARKET OPPORTUNITY IS VAST Sources: US Department of Transportation, 2008 IHL Kiosk Study, 2010 (2011 projections) First Research, March 2011, June 2010 Automatic Merchandisers State of the Coffee Industry 2009 Vending Times Census 2010 Smart Card Alliance 2006 *Includes self-checkout systems, ticke

  11. Slide 11: II. USAT is Executing In Line With Strategic Plan

    II. USAT is Executing In Line With Strategic Plan to Generate Maximum Shareholder Value

  12. Slide 12: USAT Strategic Pillars - Overview

    USAT STRATEGIC PILLARS - OVERVIEW FINANCIAL STABILITY AND FOOTPRINT LEVERAGE PROPERTY CONTINUOUS INNOVATION CUSTOMER FOCUSED MARKET LEADERSHIP INTELLECTUAL • Fundamental financial strength (profitability; healthy balance sheet) • Leveraging key strategic partners (e.g., Verizon, Visa, Elavon, etc) •

  13. Slide 13: Market Forces Driving Adoption

    MARKET FORCES DRIVING ADOPTION The confluence of several compelling trends should further drive market adoption. CONSUMER MARKET(STAKEHOLDERS) • VISA/MasterCard see opportunity to drive acceptance • Mobile payments • Incremental business CUSTOMERS • Meet customer desire for cashless • Reverse shrink

  14. Slide 14: Growth Through More Connections

    GROWTH THROUGH MORE CONNECTIONS Connections and Time Existing Customer Base Expanded Reach Vertical Markets Vertical Markets • USAT’s 3,000 customers operate approximately 2.5 million locations (USAT est.) • Drive penetration in these accounts • Leverage performance data and new services • e.g. Kios

  15. Slide 15: Growth Through Connections - JumpStart

    GROWTH THROUGH CONNECTIONS - JUMPSTART Jumpstart has accelerated adoption, increased revenues and created competitive advantage

  16. Slide 16: Growth Through Connections - Expanding Customer Base

    GROWTH THROUGH CONNECTIONS - EXPANDING CUSTOMER BASE Customer base has more than tripled since introduction of the JumpStart rental program

  17. Slide 17: Growth Through More Revenue Each Connection

    GROWTH THROUGH MORE REVENUE EACH CONNECTION Prepaid and Loyalty Program (1) Interactive Media Services (1) Two-tier Pricing Program TRADITIONAL OFFERINGS NEW SERVICES PLUS (1) Anticipated commercial launch 3Q 2012 $ $

  18. Slide 18: Improving Operational Performance

    IMPROVING OPERATIONAL PERFORMANCE 3Q - 3/31/2012 3Q - 3/31/2011 License and transaction fees $5,985 80% $4,314 78% Equipment fees 1,542 20% 1,209 22% Total revenues 7,527 100% 5,523 100% Cost of services 3,750 3,188 Services gross margin 37% 26% Cost of equipment 982 782 Gross profit 2,795 1,553 Gro

  19. Slide 19: Balance Sheet 3Q FY12

    BALANCE SHEET 3Q FY12 - 3/31/2012 Cash and cash equivalents $ 6,194 Other current assets 6,891 Total current assets 13,085 Property and equipment 9,870 Intangibles, net and goodwill 9,081 Other non-current assets 393 Total assets $ 32,429 Total current liabilities $ 6,756 Warrant liabilities 749 Oth

  20. Slide 20: Path to Profitability Fueled by Growing Recurring Revenue Base

    PATH TO PROFITABILITY FUELED BY GROWING RECURRING REVENUE BASE License and Transaction Fees are now 80% of revenues Total Revenue QUARTERLY REVENUE TREND ADJUSTED EBITDA (1) Expect continued growth in recurring revenues • Positive Adjusted EBITDA for 3/31/12 • New customers and connections continue

  21. Slide 21: GAAP Net Income Is Now in Sight

    GAAP NET INCOME IS NOW IN SIGHT License and Transaction Fees are now 80% of revenues Total Revenue QUARTERLY REVENUE TREND Expect continued growth in recurring revenues We expect USAT will achieve quarterly net income for the quarter ending December 31, 2012. • Based upon our improved performance an

  22. Slide 22: III. USAT's Board is Delivering on Shareholder Commitments

    III. USAT’s Board is Delivering on Shareholder Commitments

  23. Slide 23: Turnaround Strategy: Four Defined Objectives

    Turnaround Strategy: Four Defined Objectives USAT made a commitment to these four areas clear in January’s letter to shareholders. USAT has made progress on each and every front. Drive to sustainable profitability Increased customer value Improved visibility, transparency High standards of governanc

  24. Slide 24: Turnaround Priorities - Delivering

    Turnaround Priorities - Delivering § First EVER quarterly earnings call, 12/31/2011 (2Q) § In-house investor relations; instituting best practices of public companies Improved visibility, transparency - DELIVERED Increased customer value - DELIVERING § 71% growth in customers; 300% growth in connect

  25. Slide 25: IV. Stronger Governance and a Highly Qualified Board

    IV. Stronger Governance and a USAT Board that is Highly Qualified and Already Actively Engaged in the Business

  26. Slide 26: Leadership & Compensation Practices

    Leadership & Compensation Practices Board & Management Compensation Improvements Chairman and CEO Selection The Compensation Committee utilizes an outside consulting firm, Buck Consulting for compensation practices for executives and board members. • The Board began working on the leadership transit

  27. Slide 27: Strengthened Governance

    Strengthened Governance Board Independence Governance Practices Board Composition The Board of Directors has taken a proactive approach to corporate governance and has adopted best corporate governance practices. These steps include the following : • The board has adopted, is subject to, and is requ

  28. Slide 28: Experienced Board of Directors

    Experienced Board of Directors The Nominating Committee agreed on specific criteria and areas of experience believed to be most relevant in support of USAT’s strategic direction. Those criteria included the following: • Public company senior leadership experience; • Independence; • Payment and wirel

  29. Slide 29: USA Technologies' Board of Directors

    Key Areas Herbert Barnhart Brooks Schoch Arnold Petito Moschner Price Reilly Public company leadership experience Finance and deal experience Payments industry Wireless industry High volume transaction processing Bringing technology to market Scaling a growth company Sales & marketing leadership Pub

  30. Slide 30: The Right Team to Lead

    The Right Team to Lead…. 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 N

  31. Slide 31: The Right Team to Lead

    The Right Team to Lead…. Albin F. Moschner • 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 Frank A. Petito, III • President of Orbitz for Business , VP

  32. Slide 32: IV. Why we Believe SAVE is Wrong for USAT

    IV. Why we Believe SAVE is Wrong for USAT

  33. Slide 33: Tirpak and S.A.V.E.

    Tirpak and S.A.V.E. § Tirpak’s recent history with USAT § March 2012 - Tirpak asked to resign, and does, from USAT board § March/April 2012 - Tirpak’s S.A.V.E. group accumulates USAT shares § April 2012 - Tirpak’s S.A.V.E. group commences proxy contest § May 2012 - Federal Judge rules that Tirpak vi

  34. Slide 34: Tirpak's Misleading Information

    Tirpak’s Misleading Information S.A.V.E. says The reality… 2. “USAT continues to burn through significant cash.” § The stock price continues to recover from two significant events since Fall of 2011 (1) industry fears created by the Durbin Amendment in September (2) removal of former CEO in October

  35. Slide 35: We Believe Tirpak's Plan is Ill-Advised

    We Believe Tirpak’s Plan is Ill-Advised S.A.V.E.’s “plan” The reality… All of the concepts presented by S.A.V.E. are either already underway, under discussion, or have already been considered by the board and rejected . § USAT works to value engineer high-demand service enhancements to keep device c

  36. Slide 36: S.A.V.E.'s Track Record - Direct Insite

    S.A.V.E.’s Track Record - Direct Insite S.A.V.E. Takes Control Takeover Nepotism Poor Governance Operational Neglect Lost Value On May 25, 2011, Bradley Tirpak, Thomas, S.A.V.E. and other shareholders in their group gained control of the board of Direct Insite Corp. (OTCB: DIRI) . On May 25, 2011, t

  37. Slide 37: USAT's Board is Best for Shareholders

    USAT’s Board is Best for Shareholders

  38. Slide 38: Now Is Not The Time to Halt Our Progress

    Now Is Not The Time to Halt Our Progress Turnaround is underway. ü New strategic direction and initiatives implemented by new CEO ü Demonstrating execution at every level ü Increased exposure and accountability to our investors ü New leadership needs time to harvest improvements in business model an

  39. Slide 39: Appendix

    Appendix

  40. Slide 40: Non-GAAP Reconciliation

    NON-GAAP RECONCILIATION Adjusted EBITDA represents net income (loss) before interest income, interest expense, income taxes, depreciation, amortization, and change in fair value of warrant liabilities and stock -based compensation expense. We have excluded the non-operating item, change in fair valu

  41. Slide 41: 12/31/2012 Net Income Expectation

    12/31/2012 NET INCOME EXPECTATION 1. Fair value of warrant liability: Assumes no increase in the fair value of USAT’s warrant liabilities at December 31, 2012 compared to the fair value of the warrant liabilities at September 31, 2012. Changes in fair value of USAT’s warrant liabilities create a non

  42. Slide 42: Steve Herbert Chairman and CEO sherbert@usatech.com David DeMedio CFO ddemedio@usatech.com www.usatech.com 800.633.03…

    Steve Herbert Chairman and CEO sherbert@usatech.com David DeMedio CFO ddemedio@usatech.com www.usatech.com NASDAQ: USAT 800.633.0340 Veronica Rosa VP Investor Relations vrosa@usatech.com

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