Good day, ladies and gentlemen and welcome to the USA Technologies Second Quarter Fiscal Year 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Ms. Monica Gould, Investor Relations for USA Technologies. Ma'am, you may begin.

Thank you and good morning, everyone. Welcome to the USA Technologies' Second Quarter Fiscal 2018 Earnings Conference Call. With me on the call this morning is Steve Herbert, Chairman and Chief Executive Officer and Priyanka Singh, Chief Financial Officer. Before we begin today's call, I would like to remind you that all statements included in this call, other than statements of historical facts, are forward-looking in nature. 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 the risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included with our filings with the SEC and in the press release issued earlier this morning. 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, among other things, evaluating USA Technologies' operating results. 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 non-GAAP financial measures and the presentation of the most directly comparable GAAP financial measures and a reconciliation between these non-GAAP financial measures and the most comparable GAAP financial measures can be found in our press release issued earlier this morning, which has been posted on the Investor Relations section of our website, www.usatech.com. With that, I’d like to turn the call over to Steve Herbert. Steve?

Thank you, Monica and good morning, everyone. Thank you for joining us to discuss our second quarter fiscal year 2018 results. We want to start by updating you on our progress in integrating our recent acquisition of Cantaloupe Systems, which closed on November 9. I will then provide a brief overview of the quarter and share some of our recent business highlights. After my remarks, I will turn the call over to Priyanka Singh, our CFO to discuss our financial results and guidance in more detail. We're very pleased to have completed the acquisition of Cantaloupe during our second fiscal quarter. With this combination, we're now able to offer an unprecedented value proposition for existing and prospective customers in the unattended retail market with a turnkey enterprise platform that can help customers increase sales, decrease their operational costs and enable them to run their businesses more efficiently. The combined platform provides a unique and scalable solution well positioned to help USAT capture market share in non-traditional and emerging markets that also require a comprehensive payments and logistics solution to enable their business model. As a reminder, the services we obtained via the acquisition of Cantaloupe bring highly complementary value-added cloud-based and mobile services, enabling customers among other things to manage their inventory warehouse accounting and other back office functions as well as dynamic routing, which optimizes delivery schedules. There is also a module that enables customers to optimize space to sales in each location. These value added services offer customers the benefit of increased revenue from improved merchandising and reduce down time, while decreasing route expenses. Adding these services to the consumer facing services such as digital payments and loyalty, the digital content included in our ePort Connect Service offers an Industry, Best of Breed combination of services, which allows…

Thank you, Steve and good morning, everyone. We’re pleased to report strong financial results for our first quarter as a combined company. Total revenue grew 49% to 32.5 million, which included approximately two months of contribution from the Cantaloupe acquisition, which closed on November 9. We also generated over 100 basis point expansion in our adjusted EBITDA margins, highlighting the scalability of our business model and demonstrating our ability to convert growth and top line performance into solid profitable results. On a pro forma basis, meaning if we had Cantaloupe for a full quarter last year and this year, total revenues increased 26% year-over-year. As evident by our strong financial results, our combined company will have a powerful business model and a compelling financial profile. Our business model features a high proportion of recurring revenue from a sticky customer base. In addition, we expect that the expansion of our solutions in adjacent verticals will continue to drive robust organic growth. We believe our highly competitive product suite as well as our ability to expand margins due to our scalable technology positions us to be able to drive sustainable earnings. Now, I'd like to briefly review USA Technologies’ second quarter results and our outlook for fiscal 2018. We are pleased to report another solid quarter with total revenues increasing 49% to 32.5 million and our non-GAAP net income of $0.02 per share. Our results in the second quarter were largely driven by our growing connection count and our continued execution on a large and growing market opportunity. We added 311000 net connection in the second quarter, which included approximately 270,000 Cantaloupe connections from the acquisition on November 9 last year. Adjusting for existing Cantaloupe connections, we added 41,000 net new connections during the second quarter. Our total connection count has grown…

Thank you, Priyanka. And now operator, we would like to open the call to Q&A.

[Operator Instructions] Our first question comes from Bob Napoli with William Blair.

Priyanka, in the revenue guidance, can you break that down further between L&T and equipment sales? I mean do you expect very heavy equipment sales in the March and June quarters, a breakdown would be helpful?

So, you're right. Our second half of the year typically is more skewed towards equipment. And we do expect that trend to continue, because of the seasonality of our equipment sales being more heavily focused towards the second half. So if you look at our performance in the last year, that would be a good indication of how we expect the revenue to be.

How about a – do you have the range for the L&T revenue for the full year?

We usually don’t split it out. We had about 70% in the second quarter, 30% equipment. Expect it to be a little bit lesser than that as we get into the second half, I would say somewhere between 65% to 67%.

And then the crosssells are, I mean, it sounds like you're making a lot of progress there. Can you give any feel for what revenue that represents on the crosssells or what is the reasonable revenue synergy then in fiscal ’19 from crosssells?

That’s a great question, Bob and yes, we’re very pleased with the early success that we’ve already seen on the crosssell side and we’re excited to what that will mean in 2018 and 2019. So revenue synergies are tough to quantify and tough to track, because there was a part of the business that’s organically growing and then how do we measure how much is related to the crosssell and revenue synergies. So they’re not guiding to a number in 2019 right now, but what I can say is if you look at our expansion on the L&T margins on a combined basis, we’re pleased with that and as the crosssell opportunities grow and as we see more of an impact in fiscal 2019, we do expect our L&T margins to continue to expand.

And last question, I mean you've gotten a lot bigger obviously and your transaction processing volume has grown dramatically I think since you signed your contract with Chase Paymentech. And I think you probably have a pretty high rate on that, like maybe 500 hundred basis points of, I mean, you should be able to reduce that materially I would think and I know that contract has another two years to go, but I would imagine they want your business and would renegotiate, are there opportunities to bring down that payment processing fee?

That’s a great question, Bob again and those discussions are always ongoing and if you look at our, just in the USAT standalone basis, I think we've done a great job over the last six or eight quarters of continually driving our L&T margins up, which has happened as a result of negotiating on our processing margins and those discussions are continuing to happen as we speak and we do expect to see benefits from those as we grow in scale over the next couple of quarters.

Our next question comes from Gary Prestopino with Barrington.

Coupe of questions here and not trying to nitpick or anything, but just want to get an understanding, this gross margin degradation on equipment and I know it's an enabler for long term L&T revenue, but is that because you're signing bigger and bigger deals or is there something actually going on within the industry that's forcing those margins down.

Gary, I think what you're going to see and Priyanka you can expand on this, but what you're going to see is it’s the same story, right. We’ve always said that we will flex on hardware in order to acquire the long-term sticky recurring revenue associated with our services and the stakes for that are now much higher, because if we had four services, four core services previously, now, we have eight. So the revenue opportunity associated with that hardware sales long term is very significant, but I think what we’ll see is the number will fluctuate.

And the only thing I'll add to that Gary to what Steve already said was we’ve talked about equipment being an enabler for a while now, driving long term recurring high margin revenue and at the end of the day, we view ourselves as a software company, even not a hardware company and we look at equipment merely as a way to drive that revenue. Secondly, with the acquisition of Cantaloupe, we’re now able to provide a combined complementary product suite which allows the customer to not just raise revenue, but also cut down costs. So it gives us a very unique ability to help drive the market to a faster inflection point and also help drive the market to a faster conversion. So with that, wherever we see a market moving strategic customers, and we need to be flexible on margins we are willing to do that, if the customer makes the commitment to go 100% on all our services, because at every end of the day, it will help drive the sticky high margin revenue in the future.

And then you talked about the crosssells on the software which is great, but can you maybe, I know you're only two months into this, but I recall from conversations that the majority of Cantaloupe’s connections were software related, not cashless. Did you have any success in transitioning some of the legacy Cantaloupe connections to a cashless method of accepting payments?

Gary, we may have had some measure of success with that and I guess this is the final six weeks of the quarter when we were together. And of course, we'll continue to push in that regard. When you think about the two cross sell opportunities, there were approximately 1400 customers that came over, the large majority of which have those particular software services and it may be not cashless. So there is an opportunity there. On the other side of the equation, the other crosssell opportunity, there are 13500 customers and many -- a couple million connections in their base as we've talked about over the years that can take the services that came to us through Cantaloupe. So, the size of those two opportunities is dramatically different, but they're both important and it's nice to have two cross all opportunities.

And I would assume the majority of those 13000 was the 500 customers that you had legacy, did they have any Cantaloupe software?

There was some overlap, Gary. I believe it was somewhere in the neighborhood of 30,000 to 40,000 locations. When the companies came together and they were getting services from both companies, but really very little. So we have a lot of, what some would call white space, a considerable amount of white space within our existing customer base to sell these services. And they’re already connected to the service. So they're great candidates. And as I mentioned in the prepared remarks, now what appears to be happening is -- and then this is what we thought, it's nice when things happen the way you plan them and the way you draw it up on paper, we thought that the additional value from the additional services for example from four services to eight would also help speed up adoption and speed up customers moving to 100%. So we're really excited about that opportunity.

And then lastly Priyanka, as you're getting bigger on a connection basis, I believe you have two lessors out there with the equipment. Can you talk about the status of their ability to take on more of this equipment financing and are you out there looking for other entities to finance the equipment for you?

So we are out there, we are now approximately at about 5 different companies that we’ve booked with and pretty sizable big names who can take much more volume than what we currently have. So we are set up pretty well to be able to manage the volume.

So you've got 5 now and that's an increase from what I remember when it was last discussed.

[Operator Instructions] Our next question comes from George Sutton with Craig-Hallum.

Steve, I would have loved to have been a fly on the wall at the technology summit, but I was not. So I wondered if you could kind of walk through the discussions there relative to ROIs that you're starting to talk to customers about, any sort of pushbacks you're seeing. It just doesn't make a lot of analytical sense for those of us that track this that everyone wouldn't have a full set of capabilities. Thanks.

First of all, just from a subjective basis, and Priyanka and I have been here with these customers for the last two days and their response is just terrific. They very much see this as a combination of the best of breed companies. They see tremendous value in a combination of these services and clearly the opportunity to get a better ROI on the connections that they bring onto their service. We don't have the numbers right in front of us that were put in front of our customers and some of the data was specific to them and sort of private. These are -- this wasn’t a room -- we didn't invite 1000 customers. These are our top customers. We’ll probably be meeting face-to-face with somewhere between 100 and 150 of our very top customers around the country and so the numbers we put in front of them and the ROI is really specific to them and I'm not quite sure they’d want us to broadcast it. So I'm not -- I'm sorry to not be able to answer that directly, but it is a superior ROI to what they would have been able to get in the past.

And just a sense of why would customers, knowing, I mean you’ve talk about ROIs just for having the cashless piece of this, let alone, some of your new offerings that come from Cantaloupe. What sort of pushbacks are you getting? Is it still a logistic pushback? Is it a dollars upfront push back, because it seems like you've satisfied those arguments?

What we have -- we've -- certainly from the perspective of the money upfront, so many of our customers are moving to the Quick Start program. It's got to be in the 90s in terms of a percentage and so we've taken that barrier successfully out of the way and the logistics piece through our deployment services and our premium services, we're taking that barrier out of the way. One of the strengths of that -- the Cantaloupe team brought to the table was additional horsepower from a deployment perspective. If you think about the history of that company, their deployments were -- in the early days, their deployments were all 100%, because they were connecting all of the machines to get data to route trucks. So a deployment for them from the very early days was a major undertaking. So they have a finely tuned team to help take customers to 100% penetration. And we're able to combine those two teams and take the best of the best of our people and processes to go after that. So, this is a long winded way of saying, well, we've made progress against the logistics piece, which really is the lone, it's really the lone substantive, I know it's a speed bump now, it used to be an objection and now it's simply a speed bump in terms of time to get it done. Now, we’re able to really supercharge our deployment efforts with our customers. It was one of the nice things bringing the two companies together.

And one thing for Priyanka, as we think about your guidance range of $3 million in revenues and I know it's somewhat complicated talking about crosssell, but can you give us a sense of what the impact of crosssell is in that $3 million dollar raise versus just your core business being stronger.

I'd say the bigger factor of the crosssell that you’ll see in fiscal ’19, so there is some amount in there for the crosssell, but you don’t, I mean, because it’s L&T revenues per month, you’ll see a bigger impact in fiscal ’19. Most of the growth of the guidance range of 3 million is just core strength within the business.

Our next question comes from Mike Latimore with Northland Capital Markets.

I guess in terms of the 20 new customers that you cross sold in the quarter, of that 20, how many are kind of replacing legacy technologies versus greenfield opportunities?

Mike, good morning by the way. When you say replacing legacy, do you mean -- could you clarify that? Just want to be clear on this question.

Sure. Just other VMS vendors that might have been in one of your customers, you’re placing kind of competitor to Cantaloupe or are they all greenfield?

What I can say is the largest customer, I don't know, how many of the 20, the largest customer happened to be using the one that I mentioned in the prepared remarks who went to 100% penetration, they actually are moving away from a competitor’s solution. So I can give you one example, I don't know about the other 19.

And then of these 20 that you mentioned, are they sort of up and running, fully deployed, just want to get a sense of how quickly they kind of go live.

Well, the fact of the matter is that they can move into the services fairly quickly. There's some amount of training that is necessary to help them fully leverage those new capabilities such as dynamic routing and so forth. But in terms of being able to excuse the phrase, sort of flip the switch and turn on that software, we can deliver the software to them, we just have to do a little hand-holding to ensure that they were able to use it most effectively.

And then what should we think about in terms of network fees per connection when you add the analytics software to it? Is it a 30% uplift, 60%, if you’re able to just kind of a range to think about?

I’d say it’s about somewhere between a 30% to 40% raise would be a good number to begin with Mike.

And then in terms of the connections guidance, should we think about a percent of those connections being kind of logistics software only or should we think about them being either cashless or cashless plus logistics.

Mike, in terms of new connections, as we're going forward, I would anticipate that a large majority of those would have both cashless and logistics capability. We don't know what that percentage will be, but I think it'll be a high mix. It's a very compelling offer and solution for someone to be able to plug in an unattended retail business and literally have a software, a set of modules of software to run their business from start to finish, it's announced selling, but it’s because we've been with customers, but they perceive it as being very compelling. So, I would anticipate, they might not take, for instance, if there are eight services, they might not take all eight, but I think they'll take a core of cashless and some of the logistics.

And just last question, you may have given this early, but how much did Cantaloupe contribute to the December quarter revenue?

Revenue was about 15% for a combined number.

And we have a follow-up question from Bob Napoli with William Blair.

So you signed a franchise of Cantaloupe, I’m sorry of canteen. Obviously, canteen is a very large customer of yours. What is the opportunity to expand that throughout canteen? Is canteen using another solution today and like the one franchisee was?

Well, actually, Bob, thanks for the question. There are two sides to the canteen organization. One are the corporately owned location and they're actually using, I don't want to say exclusively, but a large, large majority, probably in the 75% to 80% range are using our cashless capabilities and I believe they moved over to 100% of at least a piece of the Cantaloupe solution. They also have some internal software that they've developed over the years. So on the corporate side, we have a very strong position there right now and with the franchisees, we have a significant share of that business and I think that's really going to be a terrific opportunity for us to take the whole solution to some of those customers and prospects, but also to do the crosssell. There were -- and customer gathering that we have like this of key customers is heavily attended by canteen franchisees and the feedback was very, very good.

I guess a little bit confused, if the corporate is using almost 100% of the Cantaloupe, then wouldn’t that be more of an overlap in 30,000 to 40,000 locations.

I'm not following you.

I thought maybe I misheard, but I thought you said that USAT, that Cantaloupe was represented in only 30,000 to 40,000 locations?

Right.

And if Cantaloupe corporate is using, I mean, that's got to be more than the 30,000 to 40,000 alone. Doesn't it?

Yeah. That was actually under a license. So it's sort of a different arrangement. We probably don't have time to dig into that now. But when we refer to that overlap, it was essentially 30,000 locations that were on our system with our device and using kind of the SaaS model and the full suite of services. So it's a little bit different.

Priyanka, just it looks like this acquisition actually gets your L&T margins into the low end of your long term target range or maybe even get to the high end when we get a full quarter of this. And that's before any benefit on processing costs that you'll probably get. But the SG&A on the other hand is still way above what your target range is. Do you think going from 25% on SG&A or 26 down to the range of 15 to 20 over the next two years is possible?

So, let me tackle that question in two parts, Bob. Thank you for recognizing and we’re basically pleased with where our L&T margins are in the first quarter as a combined company and we’re exactly where we said we would be, even with the capital raise of 36% to 40%. As we navigate through the second half and then as we continue to see the great response in the crosssell success, we very well could be in a position to raise from the 36% to 40% range that we have given, but we’ll stick with that right now and see if we want to raise it as we get into our fiscal 2019 guidance. So that’s in the L&T side. On SG&A, we've seen a steady decrease of SG&A as a percentage of revenue over the years and now that the cross, with the actions that we’ve taken, the cost synergies, the 3 million reduction that we have given the guidance on on an annualized basis, we will start to see the benefit of that as we get into fiscal 2019. So obviously that’s the entire yield benefit we'll see in full fiscal, but there will be some element that will roll up into the second half of the year as well.

And last question, just on the tax reform, if you're looking at next year or the next few years that tax rate and adjusted tax rate that you would use for adjusted net income, what would that be?

So, you can see that this year, obviously this quarter, our tax rate is extremely unusual. We’ve got the one-time charge of approximately 9 million of that or a big part of that 9 million pertains to the one-time charge. For this fiscal year, with our M&A expenses, there is some permanent differences that we will see, but as we get into the next couple of years, I think it should come down to the usual range of the 20% to 25% as we get out of the permanent differences of the most part.

At this time, I'm showing no further questions. I’d like to turn the call back over to Mr. Steve Herbert, Chairman and CEO for closing remarks.

Thank you very much, operator and thanks to everyone for taking the time to talk with us today and I'd also like to thank all of you for your ongoing interest and support. And in addition, I really do want to compliment the team, the Cantaloupe team, the USA Technologies team, I don't know any other way to describe it other than the fact they hit the ground flying. The integration with companies can sometimes be difficult and it's certainly not perfect, but I hope we can all agree that by the results, it looks like we're off to a fast start. So I really want to thank all of our fellow employees in that regard. We certainly look forward to updating you again on our progress next quarter and hope you have a terrific day. Thank you very much.

Ladies and gentleman, thank you for your participation in today’s conference. This does conclude the program. You may now disconnect. Everyone, have a great day.