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Cantaloupe, Inc. (CTLPP)
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The acquisition must not be material to the Company. No 8-k filed. If it were material, I believe they would have been required to file.
Company cannot make money but they sure can spend it Cantaloupe (NASDAQ:CTLP) acquired the assets of Delicious Nutritious LLC, dba Yoke Payments™, a micro market payments company.
Revenue rising as economy re opens but company still not growing port count that well. Third quarter 1.08 million fourth quarter 1.09, 1% quarter to quarter growth.
So what is new management doing different than old management? From a stockholder perspective…not much.
USA Technologies Issues Open Letter to Shareholders (10/09/19)
Now Up to Date on Financial Reporting
Provides Update on Recent Financial Disclosures, Corporate and Customer Activities
Announces Capital Raise
MALVERN, Pa.--(BUSINESS WIRE)--USA Technologies, Inc. (OTC: USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today issued an open letter to shareholders providing an update on recent financial, corporate and customer activities.
The Company has also today filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2019, and its Forms 10-Q for the quarters ended September 30, 2018, December 31, 2018, and March 31, 2019 with the Securities and Exchange Commission which include disclosures on several reporting periods. The Company is now in compliance with its periodic reporting requirements. The Company also today disclosed its financial and operational results for Fiscal Years 2018 and 2019, including restatements of financial results of certain prior periods.
The full text of the letter follows:
I am pleased to report that USA Technologies’ financial disclosures are now up to date. In addition to sharing with you the details of those disclosures, I want to highlight several other business developments and achievements.
First though, I want to thank the investment community for your patience as we worked to complete these disclosures and restatements. Our ability to communicate in the manner that we would usually has been constricted during this period, and I recognize how difficult this has been. We are glad to now be in a position to update you on certain corporate events and our financial performance.
On behalf of the USA Technologies’ Board of Directors and management team, we are grateful for your continued support and are eager to discuss our performance with you going forward.
Becoming Current with Our Financial Reporting
Today, we filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, and our Forms 10-Q for the quarters ended September 30, 2018, December 31, 2018, and March 31, 2019. '
With the submissions of these filings, we are now able to return to the regular disclosure of financial statements. In connection with this, we also reported our financial and operational results for Fiscal Years 2018 and 2019, including restatements of financial results for prior periods.
Additionally, now that we are current with our periodic filing requirements, we will be moving ahead with the necessary steps to hold an annual meeting of shareholders.
Enhancing the Board and Senior Leadership
As previously reported, we have substantially strengthened the USAT management team and Board, improved controls and coordination within the Company, and enhanced our governance. Over the past year, we have:
Added three new C-level executives to the management team;
Added three new independent directors to the Board;
Split the roles of Chairman and CEO;
Created a Compliance Committee of the Board, which has assumed oversight responsibility for the Company’s compliance functions (Two of the three members of this Committee are newly appointed independent directors); and
Enhanced our internal controls, approval and compliance processes including by rolling out Company-wide compliance training.
We believe that these measures have brought USA Technologies’ oversight and control functions in line with best practices. Similarly, we believe that we have enhanced our coordination and enabled tighter day-to-day running of operations.
We also believe that these changes have reinforced the Company’s foundation for value creation and have set the stage for future growth. With the right people and the right processes now in place, we anticipate continuing to advance our market leadership position, accelerate our growth and deliver value for our shareholders.
As we prepare to hold our next annual meeting, we look forward to engaging with our shareholders directly to get feedback and to provide updates on the Company.
Being Recognized For Our Service
While we have made several important and necessary operational changes this year – we have not lost sight of our customers. Our focus on delivering service to our approximately 19,400 customers and ensuring that our nearly 1.2 million connections go uninterrupted has remained constant. In fact, in fiscal year 2019, USA Technologies added 3,169 new customers.
I am proud to share that we did not lose a single customer as a result of the delay in filing our financials over the past year. That is a testament to the commitment of the entire USA Technologies team, and to our reputation for customer care. Indeed, the focus, drive, and entrepreneurial spirit of this Company remains intact.
We continue to progress and build on our proud tradition as an industry leader and are recogn
USA Technologies, Inc. (OTC: USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology so
USA Technologies, Inc. (OTC: USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology so
22NW Open Letter to USAT Concerning Proxy Battle
Monday, January 27, 2020 05:00:00 PM (GMT)
SEATTLE, Jan. 27, 2020 /PRNewswire/ --
Board of Directors, USA Technologies ("USAT")
Donald W. Layden Jr, Executive Chairman and Interim CEO
William J. Schoch, Lead Independent Director
Robert L. Metzger, Independent Director
William J. Reilly, Independent Director
Steven D. Barnhart, Independent Director
Joel P. Brooks, Independent Director
Patricia A. Oelrich, Independent Director
Ingrid S. Stafford, Independent Director
22NW, LP ("22NW" or "we"), acting independently as the beneficial owner of 603,830 shares of USAT stock (the "Company") (OTC: USAT), has been following the ongoing proxy battle between the company's value destroying legacy board and Hudson Executive Capital with great interest. We now feel compelled to weigh in publicly after the board recently rejected Hudson's proposed settlement despite overwhelmingly conclusive voting results in favor of Hudson's slate of directors.
Specifically, on January 15, 2020, Hudson announced that shareholders representing 60.58% of the voting power of USA Technologies had voted in favor of the eight candidates it had nominated to the board of directors, a tally that included our shares. In a letter dated January 17, 2020, Hudson further disclosed that current directors received just 0.30% of the votes. At this point, it is crystal clear that shareholders prefer the highly qualified candidates nominated by Hudson. We are concerned that this reality appears lost on you.
Our investment in the company was predicated on Hudson winning since we considered the stock uninvestable under your leadership. The current board was responsible for governance during a period when USAT materially misstated its financials, was delisted by NASDAQ, and spent over $15 million on the investigation and restatement of its quarterly filings and financial statements. In 2018 and 2019, USAT reported GAAP net losses attributable to common shares of $11.9 million and $32.7 million, respectively, despite having a scalable business with high recurring revenues. Between September 10, 2018, the day before USAT first announced that it would not be able to file its 10-K in a timely manner, and October 14, 2019, when Hudson publicly announced that they were going to nominate candidates for the board of directors, USAT stock lost more than 50% of its value. Based on this track record alone, we believe you are unqualified for your current positions, and your shareholder base just expressed agreement with our views.
Any delay in tendering your resignation as members of the board will slow the process of hiring a new management team and getting USAT back on track. In addition, the board's refusal to hold the annual shareholder meeting at an earlier date will unnecessarily delay the relisting of the stock on NASDAQ and put the company at significant risk of missing the deadline for inclusion in the Russell 2000 Index when the annual rebalance calculation occurs in May. If added, exchange traded funds with assets under management in excess of $50 billion would be required to purchase millions of shares of USAT, which would likely increase the share price and help to restore some of the shareholder value that has been destroyed under your tenure. It is of the utmost importance that the legacy board respect the wishes of the majority of USAT shareholders and move aside as quickly as possible to avoid wasting any more time or shareholder money.
Lastly, we were surprised and dismayed to learn from Hudson's January 17th, 2020 public letter that you may be considering a sale of the company despite the currently depressed valuation of USAT stock. We estimate the fair value of USAT under the superior leadership team proposed by Hudson could be at least $20 a share, if not higher, over the next few years.
Founded in 2015, 22NW is a Seattle-based value fund with $150 million of assets under management. The firm specializes in small and microcap investments and has a multi-year investment horizon.
USA Technologies, Inc. Appoints Three New Independent Directors. Each new director brings significant expertise in areas relevant to USA Technologies’ business and ongoing efforts to strengthen its risk, audit and compliance functions.
Tomorrow it's safe to say we close above 4.30. Double Support at 4.08 as well as an excellent rebound to profit taking today. Very exciting hope this post doesn't age badly lol
I am curious as to how the B of D can make the announcement / make the request for additional time and not make the announcement that herbert is stepping down with cause to spend more time with his family. This is becoming comical. It is evident that herbert can not manage a project. Can someone enlighten me as to how he became part of USAT. Is he a founder? or does he have "pictures."
Why wouldn't the PE firms / hedge funds involved in this company completely eliminate any exec involved with this firm for greater than a year. The P/E and Hedge funds have people on staff who must be brighter and more driven to turn this thing around than most of the current USAT employees. Give them a big piece of the action and let them work. This company did approximately $120 - 130 million in revs (as far as we can kinda / sorta see from previous kinda / sorta reports). That's not a lot of revenue to be delaying reports. Is the audit firm still around and able to have access to the financials?
Give the reins of this company to people who like to work and create something... where's John Galt? This would be perfect for him.
The quarterly earnings call gave more perspective on what previous management was up to at USAT:
“We continue to build out the team with talented new hires”
Apparently previous management did not build a sufficiently talented team.
“We further reduced the company spend on external professional services”
Apparently previous management spent a fortune on legal fees, most notably with their longtime conflicted crony Doug Lurio.
“This is the first time in a long time that the company has invested in product innovation and platform infrastructure.”
Apparently previous management was not investing in product innovation and platform infrastructure.
“In November, we also announced that we will transition our corporate identity to exclusively operate under the name Cantaloupe Inc with a new ticker symbol. This is another major milestone for us as the Cantaloupe name has great brand equity in the industry.”
Apparently previous management failed to build sufficient brand equity in USA Technologies.
“We have updated our device and customer count disclosures, which we believe are now both better representations of our business. This is the result of my team digging into the historical data. Active devices, which includes devices that have connected with us in the last 12 months were 1.15 million during the quarter [vs. 1.36 million "connections" claimed by previous management]."
Apparently previous management counted (and compensated themselves on) 200,000 claimed "connections" which were not actually active devices connected to the network. LOL.
"One of the things that is not talked about is that for a couple of years post acquisition, the company deeply discounted the Seed software in order to get connections [and increase management compensation], and now we're living with some of those bad deals."
Apparently previous management gave away the crown jewels on the cheap to goose their own compensation.
Remove the CEO and top management and this will fly
USA Technologies would be worth $10-$15 per share in buyout, says Barrington Due to conducting an internal investigation related to certain contractual arrangements, shares of USA Technologies declined from $15.30 on September 10, 2018, to a close of $5.26 on January 18, 2019, Barrington analyst Gary Prestopino tells investors in a research note. The analyst views USA Technologies as a "unique asset" in the unattended retail market with "leadership through offering a value proposition." Given what has occurred since the commencement of the internal investigation, coupled with a "significant credibility gap" stemming from the investigation and the need to rebuild the senior executive team, USA Technologies shareholder value would be maximized by a sale to either a financial or strategic buyer taking the company out of the public realm, Prestopino contends. He believes the company's takeout value to either a financial or strategic buyer would range from $10 to $15 per share. Prestopino does not currently have a rating on USA Technologies.
Another hug for shorts today assuming extension to Sep?
I love Volleyball
I recommend all persons with USAT stock revIew again the last SEC filing. What auditor RSM resigned over was its lack of faith in management’s representation lof the already audited 2017 annual report. This auditor is throwing USAT under the bus trying to minimize its own overlooking of material control and process errors that went unnoticed in the past 2017 auditing report. This information clearly shows that reasonable doubt can be cast on the essential audit QA efforts of RSN in that 2017 audit report, meaning a better and more thorough audit effort may have caught the early revenue recognition issue and corrected it before 2018 statements were negatively impacted. What all this means is potentially USAT did not get their money’s worth in the 2017 annual audit, RSN’s services were not of a quality standard, USAT is only partially to blame for the situation it is in, and a follow-up auditor may quickly realize this situation and make the needed assessment and corrective actions.
USAT jumped from $184.37 in 10/1/99 to $343.75 in 11/1/99. The drops and pops since then have always been drastic along a steady decline. That was in a market where future of USAT was not certain with regard to income and market share.
Fast forward today.. Increasing market share, more viable products and services and increasing income. The only thing it needs now is investor's confident (via better books and management) and we will see another big pop within a couple months.
Please do not do the shareholders any more favors. Since you came out with your shareholder rights plan, the stock has done nothing but head south and decrease the value of the company. Please let us know who advised you on such a brilliant move so that we (shareholders) can avoid any investments in any company that is using that consultant / I-bank.
Why were you not satisfied with blowing approx $600 million+ in market cap when the filing fiasco took place.
I love Volleyball
It will be interesting to watch the trading action through the announcement of the hearing determination. There will be no public new information between now and then. Most likely shorts will make a rum for cover based on manipulation tactics. They know the deck is stacked against them and will be looking to get out. There has been no credible evidence as to fraud and historical evidence shows without fraud the chances are great NASDAQ will approve the month extension given the surprise resignation of the auditor. Myself I’m happy to wait for 7’s or above expect a big upward surge in APRIL and then a ruse up to filing of the required reports and, hopefully, continued upward trends in earnings even with extra costs added on. I would say my prediction 2 weeks ago about the price not returning to 3.38 was a good one, even though for 15 minutes the price dipped a penny or two lower on one day.
I’m looking forward to and am very optimistic there will be (following the conclusion of the upcoming hearing appealing the Nasdaq delisting notification to USAT) a quick, favorable decision (by the two professionals comprising the Nasdaq Hearings Panel “from the business community, who are independent of Nasdaq, and have been authorized by Nasdaq's Board of Directors to render decisions”, in this instance based upon the information presented by USAT, prior to and/or at the hearing, supporting its appeal) granting USAT its requested extension through September 9, 2019, for submission of the requisite audited financial reports to regain compliance with Nasdaq listing requirements.
I'm feeling an announcement comes tomorrow of a new auditor in place and plans to announce earnings March 12th . Close at $5.00
The stock closed today at $8.31 / 52 week highs. Positives include likely full NASDAQ relisting and a world class BOD in the wings. To the extent that the company is in play, a deal will only get approved by shareholders a sufficient premium (perhaps $11+).
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