Good day and welcome to the USA Technologies Fourth Quarter and Fiscal Year 2013 Earnings Conference Call. Today's conference call is being recorded. At this time, I would like to turn the call over to Veronica Rosa, Vice President of Investor Relations. Please go ahead.

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 included 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 SEC including our most recent Annual Report on Form 10-K and the Form 10-Q reports for the quarter ended March 31, 2013. USA Technologies financial results for the quarter and full fiscal year ended June 30, 2013 will be reported in USAT's Form 10-K but we intend to filed with the SEC prior to due date September 30th. 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 operation. These non-GAAP financial measures are supplemental to and not a substitute for GAAP financial measures, such as non-GAAP 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 page of our website, usatech.com. At this point, I'm going to turn the call over to Steve. Please go ahead Steve.

Thank you and good morning everyone. We are very pleased with our progress at USA Technologies in fiscal 2013. The Company achieved full year non-GAAP profitability for the first time ever, driven in part by growth in recurring revenues of 29%. We also feel very optimistic about the progress we've made behind the scenes and across multiple aspects of our business that we believe will add value for USAT longer term. One year ago on this call we said that our top near-term priority for fiscal 2013 was attaining non-GAAP profitability and crossed over in to positive adjusted EBITDA territory during the third quarter of fiscal 2012. We met that mark on time in our 12/31 quarter through a host of actions that optimized our infrastructure and that brought our ePort Connect Service base to scale at a 186,000 connections. Concurrently we executed on a number of key growth initiatives that further augmented our profitability in fiscal 2013 and that are fundamental to our long term vision of attaining $100 million in revenues in the next three to four years. Our progress is visible in our substantially improved financials compared to last fiscal year, highlights of which include; fiscal 2013 revenues of $35.9 million, 24% growth compared to fiscal 2012, driven primarily by 29% growth in license and transaction fees as we continue to add connections to our ePort Connect Service base. License and transaction fees were 84% of our revenues for the year. Just two years ago that figure was 72%. Our strategy for growth has been straight forward and consistent. In its purest form, our goal is to continue to increase the number of new connections to our ePort Connect Service and to create more value from each of these connections for our customers and for our shareholders.…

Thank you Steve. Perhaps the most important financial achievement in fiscal 2013 was bringing the business to scale. This is most clearly reflected in our measure of non-GAAP profitability, which crossed over into positive territory in our second fiscal quarter and in the sustainability of that number through our fourth quarter and through the full year. As you may recall last quarter in Q3 fiscal '13, this number went the other way, for another expense of $1.3 million. These significant swings are primarily driven by fluctuations in our stock price at the December 31, March 31 and June 30 balance sheet dates. Key drivers of our performance in fourth quarter included 28% growth in license and transaction fees to $8.2 million, which represented 84% of our revenue mix for the fourth quarter and full year. In terms of total revenue, this growth was partially offset by equipment revenues of $1.5 million which were flat versus the prior year. Although direct purchases of our ePort devices, those away from JumpStart grew slightly, revenues from our Energy Miser Line declined when compared to Q4 of 2012. Together total revenues for the fourth quarter of fiscal 2013 of $9.7 million grew by 23%, up from $7.9 million in Q4 of 2012. Our ePort Connect Service space, which drives future revenues from license and transaction fees, showed us 214,000 connections as of June 30. Net new connections in the fourth quarter totaled 18,000, the second highest level of quarterly reported connections for USAT. The mix of connections was more diversified in the fourth quarter reflecting our progress in penetrating other vertical markets as well as the one time integration of Setomatic's existing customer base in the quarter. Commercial laundry accounted for approximately a third of net connections in the quarter, while vending accounted for…

Thank you, Dave. I know we covered a lot this morning, so we'll get to your question promptly. Our goal is to try to inform you regarding all of the activity we have underway to drive growth and build value long-term for USAT. We continue to aspire to our three to four year goal of being a $100 million company on approximately 500,000 connections that translates to double-digit operating margins and a strong cash flow for the business. To get there, we remain committed to building strength through scale, to market moving approaches that continue to define our industry and customer focused innovation, down to the level of the end consumer through mobile loyalty and other innovative programs. Lastly our customer base is one of our greatest assets as market forces drive the rate of adoption and we believe the dialog is getting much stronger in this regard. To borrow a quote from one of our exclusive customers, City Vending, the revenue uplift that we are experiencing from our existing cashless locations has been compelling. I'm fully aware that cashless is the future. So, thank you for all of your support this fiscal year and for your attention this morning. Operator if you would please open the call and provide instructions for our Q&A session. Thanks very much

Thank you. (Operator Instructions). Our first question comes from the line of Michael Latimore from Northland Capital.

And then I guess on the quarter you mentioned the 11,000 deactivations. Are there anymore connections left after that?

Yes, indeed. There is an ongoing relationship there.

So would you, in this space, is this 11,000 is the remaining connection that would deactivate do you still expect more after that?

Mike, it could very well be that the 11,000 is it, It could be a few more. We are really not 100% certain but we do have we have a friendly working relationship with the customer and continue to service them every day.

Okay. And then on your guidance on connections for the first quarter, wasn't clear if you expected total connections to grow by 10,000, so from 214 to 224 or are you adding Canada, nets out to maybe having a similar total connection number in the first quarter?

Mike its David. It is the latter. The connections before the deactivation will be up over 10 and then taking in to account the deactivation it probably, the end of the quarter should be very close to how we ended fiscal year '13.

Okay. And then then one of the points Dave was making to time map, we expect connections up over the 10000 that we did in the quarter last year, first quarter.

All right. Okay. And then just last you said 51 employees I believe, I mean what’s a rough view in terms of the number of headcount additions you might see this year?

Mike I thought it would, I really think it would be de minimus. We're not looking at large headcount additions. We'll probably add. If we do add it will be in the area of sales and marketing and maybe some customer service, but other than that we will probably hold with what we have. We believe there is a lot of scale in the infrastructure we have in place now.

Thank you. And our next question comes from line of Gary Prestopino from Barrington Research.

The Setomatics deal, you said you added several thousand in the quarter, 5,000 and then there is several thousand more. Could you quantify just how big that opportunity could be in terms of total connections?

Gary, its Steve Hebert. It's a very good one. The fact is that, I want to be very clear about what the Setomatic's relationship is a about. Setomatics is a company that sells different types of solutions, including payment solutions to the commercial laundry industry. So for instance the 5000 connections that we got came from over 100 of their commercial laundry customers. So the size of the opportunity is essentially, Setomatics is isn't going to get a 100% of the commercial laundry industry, but it's a very large opportunity and our relationship with them is such that they are selling our service into their existing and perspective customer base in the commercial laundry industry. So we think there is significant upside.

Okay. So, fine. So are they serving a base of what a 100,000, 200,000 actual machines?

Well, Gary, I don't have that number at my fingertips, but with a 100 I believe its 140 commercial laundry operators that they already had on board. I would assume that they serve a very large base of customers and they want to run hard with this solution with their own customer base as well as prospects in the industry.

Okay. And then in terms of the client you lost, the last question in terms of what is the ownerability to losing more connections; can you give us what your total connections are with this company at this point?

That's hard to do. We have some connections with that customer. So we haven't lost the client. In fact we have little to no actual customer churn if you will. Dave, did you want to make a comment about it?

Well, I can quantify the amount of business that we continue to have with that customer, at least in terms of our license and transaction fee revenue. So roughly 7% of our fiscal year '13 license and transaction fee revenue remains still active with the customer. That concentration percent for fiscal year '11 was 11% in total. So another way to state that, the loss of the 11,000 represented about 4% give or take of fiscal year '13 revenue. We still have a considerable number of business with the customer.

The 7% is after you lose these connections that you…?

It is. It is, yes. It's the amount that continues with that customer into fiscal year '14.

Gary, the interesting thing about this, we have had existing customers, prospective customers and customers that we gained kind of playing around what we call home grown type solutions. And I think AMI is a great example and I have talked about it openly before on calls and things. Typically what will happen with someone who tried to do home grown type thing is they start to figure out pretty quickly what their risk profile is. All of the sudden they're worried about PCI-compliance and data security and a bunch of things that really aren't core to their business. So in fact, in the case of AMI, I remember very well sitting with them and having the CEO say, we just obviously I was biased but I thought it was a great business decision. He said please get us out of this business. I don't want servers with credit card information moving through them, that's not my core business. It's not what I do. So this is, I guess the point I'm trying to make is that, the trend seems to be going in the other direction and our customers tend to think the opposite way is this. So it's not something that we are overly concerned about long-term in terms of it being trend. I hope that's helpful.

Well, it is. But I mean look, from a standpoint of the investor base, the clients we serve, this is a large customer that you are saying is moving it in house and what you are just saying is that the trend is just the opposite but this customer is doing that. So that's why we're trying to get at exactly what the level of vulnerability is here?

I just wanted to add some color for you. That's all.

Thank you. And our next question comes from the line of Gregg Hillman from First Wilshire.

Yes, hi Stephen. I’m a little bit new to the story but maybe you could talk about the importance of telemarketing and Internet marketing for your company, for some of the verticals you are serving. And then also what level of like technical expertise do your salesman, you need to have like the value-added reseller selling IT equipment, has to be pretty good like engineer and do you need those types of people to make sales ?

All right. Well that's a terrific question and thank you for asking. Telemarketing is an important, tele-sales, telemarketing, whatever you want to call it, is actually an important part of our sales mix. We tend to focus those people on what we call SMB, Small Medium Business. And it's a good, high margin business. It's not super high volume , but it is very nice, high margin business. So it's an important part of our mix and it's one that we will continue to build upon, and obviously it's a low cost sale in terms of it being done over the telephone. So we've been successful in that regard. In terms of the capabilities that our sales people need to have, their background and the work that they do with customers is really more focused on being a consultative sales person and talking to that customer about how cashless and the other things that we do can impact their business from a financial perspective. We recently did some market research and one of the things that topped out from our market research with our existing customers is that our sales people are what they call trusted advisors, related to their business. So they really, they have to have some technical expertise but it's really more important that they are, I think everyone can identify with term consultative sales person. They are really focused on the customer's mix of business, where the best leverage cashless for them and how it impacts their bottom-line. Does that help?

Yes. And also Steve, can you touch on the internet marketing too please?

Sure. Well when you say Internet marketing, could you clarify that for me a little bit more?

Well I mean driving people to your website or to your telemarketing people using the Internet.

Right well we certainly, we leverage it heavily. We run many, many programs, whether it's an email campaign or we're using web banners on trade sites, we actually do a lot of things to drive calls into our telemarketing folks, but also to drive calls into our regional sales team as well and those were the folks we were talking about a minute ago. So quite a lot of the activity. We also have a presence on the web and customers tend to buy, once they are established they can buy on the web and have done so in increasing quantities. They also buy parts. My vision for the future there is for a very substantial part of our business, particularly when it comes to our existing customer base those people who are already educated, they're just pulling stuff right through the web and that's the beauty, that's really the beauty of leveraging 5050 customers with so many potential locations. If we perform well and the lay the performance data in front them and drive them to the website, they won't need any hand holding from us. So I hope one day on this call to be reporting some very significant percentage of sales going right through the website.

Interesting. And Steve just finally, what do you consider to be your constraints to growth?

We get that question a lot and I think the thing that we talk about the most around here is adoption. And I wouldn't call it a constraint. It's just a matter of how adoption will continue to accelerate in the self-served verticals. Some tend to be moving faster than others, but I think adoption will be the, it will essentially be the throttle if you will. As adoption increases growth will take off and our business our service, again which makes up 80%, 84%, 85% of our revenues. So it's very scalable. The model is very scalable. We have plenty of capacity, if we need devices. So it's really none of those things that people might think about. It's really just related to how the industry goes up the adoption curve.

Thank you and our next question comes from the line of William Florida from Advisory Research.

Hello, the question has been addressed. Thank you.

Thank you. And our next question is a follow-up from the line of Gary Prestopino from Barrington Research.

Yes, Steve could you maybe just go into a little bit more, where you were with the loyalty program? Where you are with the ISIS Mobile Wallet? And then maybe talk about what are some of your competitive advantages in the taxi market, because we all travel around and it seems that now more and more cities have the capability to or cabs have the capability to take a credit card. So, if you can address how you are going to attack that market and maybe how you are going to either displace existing providers or spur adoption?

Okay, great. So I have two things. First Gary let's start that's about mobile and are MORE program. The MORE program is currently being rolled out and for the first time people in unattended retail and lets use vending as an example, they have an opportunity to actually, a vending operator, let’s say Dave DeMedio here is a vending operator, he has the opportunity now for someone who signs up for the MORE program. He has an opportunity to connect with his consumers. So they sign up for the loyalty program and they are able to participate in that loyalty program either through a prepaid card which is adjacent to or part of more the MORE program. So he can use prepaid, which is very similar to something like E-ZPass, it does for those of who know, or toll road type stuff, it does an auto reload, et cetera. So he can use that to make his payments. And in addition to that, he can build loyalty points to get discounts of products in the future, et cetera. Now that's all great for a consumer, that's a nice value add. But one of the big benefits that our customers see when they look at having a loyalty program available is once they get their fingers into relationships with the consumers and an account, the likelihood of them being removed from that account and this comes right from our customers; once I get my fingers into those consumers it's very unlikely that that account is going to flip. On the other hand they see it as a tremendous value-add to go in and get new business. They all want to be first one to offer the MORE program and say we have never had anything like this for instance in vending and here's something new and exciting that I can bring to you that adds value and creates some excitement for your employees. So, the most important thing to remember about loyalty and prepaid is that fact it really gets our customers excited about what it can do to affect their business at a very fundamental level, and of course we think of it as a way to accelerate adoption as well. So I hope that answers your question on the MORE program? We are very pleased with the reception that we've gotten thus far with this as an addition to the ePort Connect Service.

You've got to sign up defender to add this as a part of their business and that vendor then will be able to, paying the mobile user with all sorts of loyalty rewards and things like that?

Yes, the answer to that is yes. The beauty of that connection with the consumer is they can, that's exactly right, they can reach out, they can ping that consumer, they can incent them to buy something during a certain day part. It's just something that's never existed in the industry, the ability to promote like that. So a very, very high perceived value. Now on the ISIS, you asked a question about ISIS, it's really very simple. Our relationship with Isis started in their first two markets, Salt Lake City and Austin. We essentially did mobile payment with them in a number of thousands of locations using the ISIS Mobile Wallet in those markets. We're rolling out nationally with them now and we're really, we are going to do two things. We’re going to accept mobile payment at obviously many thousands of locations nationwide, but in addition to that because we built the loyalty backbone into the ePort Connect Service, we are able to execute with ISIS a program called Fifth Vend Free. So essentially when someone is using their mobile wallet, they make four buys and their fifth is free, it's really that simple. It's exciting for vending operators once again because they've never been able to do this type of thing. They're connected with the consumer via a mobile device. They can push them offers. You can see the value of that. And then finally you asked the question about the taxi industry. How are we going to approach that market? I’m glad you asked the question because that answers a couple of other things. I'm sure everyone has picked up on the fact that in amusement, what I call, I tend to call these adjacent, self-serve retail verticals. So, when I say they are adjacent, they…

Okay and then just, perhaps this is the last one. Did you mention on the call just how many connections you signed up on the taxi side yet or is it just in its infancy that you rolled this out?

We did, we actually mentioned that we signed an account for 3000 connections fairly quickly in the process. So that was very encouraging. We got off to a quick start.

All right. Lastly again on this taxi thing, are you also approaching the limousine market for in car payments? Is that something you?

Well, that's an industry that has a few large players in it and the same integrators and software folks that sell say dispatching systems and things like that to that industry are perfect partners to talk to those people and they've already done so. So the answer is yes. I think the taxi opportunity is probably going to be larger but who knows.

Thank you. And we are now out of time for any further questions. That does conclude our conference for today. Thank you for your participation. And you may now disconnect. Everyone have a good day.