<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
------------------------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to _____________________
Commission file number 33-70992
USA Technologies, Inc.
----------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Pennsylvania 23-2679963
- ------------ ----------
(State or other jurisdiction of incorporation (I.R.S. employer Identification No.)
or organization)
200 Plant Avenue, Wayne, Pennsylvania 19087
- ------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, area code first. (610)-989-0340
--------------
</TABLE>
Check whether the Registrant has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of February 9, 1998, there were 35,029,343 shares of Common Stock, no par
value, and 555,872 shares of Series A Convertible Preferred Stock, no par
value, outstanding.
<PAGE>
USA TECHNOLOGIES, INC.
INDEX
PAGE NO.
Part I - Financial Information
Item 1. Financial Statements
Balance Sheets - December 31, 1997 and June 30, 1997 1
Statements of Operations - Three and six months ended 2
December 31, 1997 and 1996
Statement of Shareholders' Equity - December 31, 1997 3
Statements of Cash Flows - Six months ended 4
December 31, 1997 and 1996
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II - Other Information
Item 5. Other Information 10
Item 6. Reports on Form 8-K 10
<PAGE>
USA Technologies, Inc.
(A Development Stage Corporation)
Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
------------ ------------
<S> <C> <C>
ASSETS:
Current Assets: (Unaudited)
Cash and cash equivalents ............................ $ 274,582 630,266
Accounts receivable less allowance for uncollectible
accounts of $22,609 at December 31, 1997 (unaudited) 284,815 127,318
and $19,345 at June 30, 1997
Inventory ............................................ 516,530 378,318
Stock subscriptions receivable ....................... 60,000
Prepaid expenses and deposits ........................ 15,323 15,670
------------ ------------
Total current assets ................................... 1,091,250 1,211,572
Property and equipment, at cost, net of accumulated
depreciation of $225,823 at December 31, 1997 ........ 128,186 178,457
(unaudited) and $174,829 at June 30, 1997
Other assets ........................................... 23,950 20,250
------------ ------------
Total assets ........................................... $ 1,243,386 1,410,279
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................................... $ 500,369 474,646
Accrued expenses ..................................... 228,369 46,742
Current obligations under capital leases ............. 20,414 18,270
------------ ------------
Total current liabilities .............................. 749,152 539,658
Obligations under capital leases,less current portion 13,707 24,480
------------ ------------
Total liabilities ...................................... 762,859 564,138
Shareholders' equity:
Preferred stock,no par value:
Authorized shares -1,200,000
Series A Convertible issued and outstanding shares -
555,872 at December 31,1997 (unaudited) and 861,205 at
June 30, 1997 (Liquidation preference of $7,881,516 at 4,533,703 7,024,811
December 31, 1997 - unaudited)
Common stock, no par value:
Authorized shares - 55,000,000
Issued and outstanding shares - 34,989,343 at December
31, 1997 (unaudited) and 29,969,934 at June 30,1997 .. 9,043,768 4,355,334
Deficit accumulated during the development stage ....... (13,096,944) (10,534,004)
------------ ------------
Total shareholders' equity ............................. 480,527 846,141
------------ ------------
Total liabilities and shareholders' equity ............. $ 1,243,386 1,410,279
============ ============
</TABLE>
(See accompanying notes)
1
<PAGE>
USA Technologies, Inc.
(A Development Stage Corporation)
Statements of Operations
<TABLE>
<CAPTION>
Three months ended Six months ended Date of Inception Through
December 31, December 31, ----------------------------
------------------------ ------------------------- December 31, June 30,
1997 1996 1997 1996 1997 1997
-------- ---------- ---------- ---------- ----------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Equipment sales .................. $309,411 $70,572 $619,722 $89,463 $1,110,336 $490,614
License fees ..................... 58,638 26,699 102,740 46,943 283,556 180,816
Other ............................ 0 5,233 9,342 17,236 9,342 0
---------- ---------- ---------- ---------- ----------- ----------
Total revenues ..................... 368,049 102,504 731,804 153,642 1,403,234 671,430
---------- ---------- ---------- ---------- ----------- ----------
Expenses:
Cost of sales .................... 256,497 55,656 549,137 64,885 1,074,227 525,090
General and administrative ....... 490,780 721,492 891,918 1,159,526 6,150,606 5,258,688
Compensation ..................... 340,858 272,990 648,075 524,120 4,194,309 3,546,234
Depreciation and amortization .... 25,497 23,261 50,994 46,522 246,638 195,644
Provision for losses on equipment -- 31,705 -- 31,705 400,715 400,715
Costs incurred in connection with
abandoned private placement ...... -- -- -- -- 50,000 50,000
Interest expense (income) ........ (2,612) 10,211 (4,824) 12,021 53,906 58,730
---------- ---------- ---------- ---------- ----------- ----------
Total expenses ..................... 1,111,020 1,115,315 2,135,300 1,838,779 12,170,401 10,035,101
---------- ---------- ---------- ---------- ----------- ----------
Net loss. .......................... (742,971) (1,012,811) (1,403,496) (1,685,137) (10,767,167) (9,363,671)
---------- ---------- ---------- ---------- =========== ==========
Cumulative preferred dividends ..... -- -- (645,154) --
Other adjustments .................. (151,298) -- (586,420) (597,019)
---------- ---------- ---------- ----------
Loss applicable to common shares ... ($894,269) ($1,012,811) ($2,635,070) ($2,282,156)
========== ========== ========== ==========
Loss per common share .............. ($0.03) ($0.05) ($0.08) ($0.12)
====== ====== ====== ======
Weighted average number of
common shares outstanding ........ 34,734,876 19,722,421 33,193,774 19,190,699
========== ========== ========== ==========
</TABLE>
(See accompanying notes)
2
<PAGE>
USA Technologies, Inc.
(A Development Stage Corporation)
Statement of Shareholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Series A Accumulated
Convertible During the
Preferred Common Development
Stock Stock Stage Total
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, June 30, 1997 $7,024,811 $4,355,334 ($10,534,004) $846,141
July 1997-issuance of 40,000 shares
of Common Stock in exchange for
consulting services ............................... 14,355 14,355
July 1997-conversion of 1,000 shares of
Convertible Preferred Stock to 12,000
shares of Common Stock. ........................... (8,157) 8,157 --
July 1997-conversion of $1,500 of
cumulative preferred dividends into 1,807
shares of Common Stock at $.83 per share 1,500 (1,500) --
July 1997- Common Stock warrants
exercised-21,200 at $.20 per warrant 4,240 4,240
August 1997- Common Stock warrants
exercised-986,000 at $.20 per warrant,
net of offering costs 185,617 185,617
August 1997-conversion of 49,465 shares
of Convertible Preferred Stock to 593,580
shares of Common Stock. ........................... (403,480) 403,480 --
August 1997-conversion of $220,485 of
cumulative preferred dividends into 266,903
shares of Common Stock at $.83 per share 220,485 (220,485) --
September 1997- Common Stock warrants
exercised-40,000 at $.25 per warrant 10,000 10,000
September 1997- Common Stock warrants
exercised-746,000 at $.20 per warrant, net
of offering costs 118,622 118,622
September 1997-Common Stock options exercised-
70,000 at $.05 3,500 3,500
September 1997-conversion of 80,755 shares
of Convertible Preferred Stock to 969,060
shares of Common Stock. ........................... (658,711) 658,711 --
September 1997-conversion of $306,022 of
cumulative preferred dividends into 368,700
shares of Common Stock at $.83 per share 306,022 (306,022) --
October 1997- Common Stock warrants
exercised-1,814,000 at $.25 per warrant 453,500 453,500
October 1997- Common Stock warrants
exercised-1,099,800 at $.20 per warrant 219,960 219,960
October 1997-issuance of 5,333 shares of Common Stock
in exchange for consulting services................ 2,754 2,754
October 1997-conversion of 17,280 shares
of Convertible Preferred Stock to 207,360
shares of Common Stock ............................ (141,004) 141,004 --
October 1997-conversion of $65,353 of
cumulative preferred dividends into 78,739
shares of Common Stock at $.83 per share 65,353 (65,353) --
November 1997-cancellation of 4,365,000 shares of
Common Stock by the President of the Company ...... -- -- -- --
November 1997-issuance of 10,667 shares
of Common Stock in exchange for
consulting services ............................... 4,462 4,462
November 1997-conversion of 9,390 shares
of Convertible Preferred Stock to 112,680
shares of Common Stock ............................ (76,622) 76,622
November 1997-conversion of $43,132 of
cumulative preferred dividends into 51,966
shares of Common Stock at $.83 per share 43,132 (43,132) --
December 1997-issuance of 64,000 shares
of Common Stock in exchange for
consulting services ............................... 18,307 18,307
December 1997-conversion of 147,443 shares
of Convertible Preferred Stock to 1,769,316
shares of Common Stock. ........................... (1,203,134) 1,203,134 --
December 1997-conversion of $522,952 of
cumulative preferred dividends into 630,062
shares of Common Stock at $.83 per share 522,952 (522,952) --
December 1997-issuance of 9,500 shares
of Common Stock to employees as compensation 2,565 2,565
Net loss ............................................. (1,403,496) (1,403,496)
---------- ---------- ------------ --------
Balance, December 31, 1997 $4,533,703 $9,043,768 ($13,096,944) $480,527
========== ========== ========== ==========
</TABLE>
(See accompanying notes)
3
<PAGE>
USA Technologies, Inc.
(A Development Stage Corporation)
Statements of Cash Flows
<TABLE>
<CAPTION>
Six months ended
December 31,
-----------------------------
1997 1996
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ....................................... ($1,403,496) ($1,685,137)
Adjustments to reconcile net
loss to net cash used in
operating activities
Depreciation/amortization ...................... 50,994 46,522
Compensation charges incurred
in connection with the issuance
of Common Stock.................. 42,443 125,500
Changes in operating assets and liabilities
Accounts receivable ............. (157,497) (39,809)
Inventory ....................... (138,212) (42,694)
Prepaid expenses and deposits ... (3,353) 31,931
Accounts payable ................ 25,723 (114,956)
Accrued expenses ................ 181,627 3,346
----------- -----------
Net cash used in operating activities .......... (1,401,771) (1,675,297)
INVESTING ACTIVITIES
Purchase of property and equipment ............. (723) (40,766)
----------- -----------
Net cash used in investing activities .......... (723) (40,766)
FINANCING ACTIVITIES
Net proceeds from issuance of
common stock .................... 1,055,439 575,350
(Repayment)/addition to principal on
capital lease obligations ....... (8,629) 20,215
----------- -----------
Net cash provided by financing activities ...... 1,046,810 595,565
----------- -----------
Net decrease in cash and cash equivalents ...... (355,684) (1,120,498)
Cash and cash equivalents at beginning of period 630,266 1,773,356
----------- -----------
Cash and cash equivalents at end of period ..... $ 274,582 $ 652,858
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION:
Capital lease obligations ...................... $ -- $ 27,972
=========== ===========
</TABLE>
4
<PAGE>
USA TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
(A Development Stage Corporation)
1. Business
USA Technologies, Inc., a Pennsylvania corporation (the "Company")
was founded in January 1992. Substantially all of the Company's activities to
date have been devoted to raising capital, developing markets, and starting up
operations which commenced during July 1994. The Company is in the development
stage and intends to become a leading provider and licensor of unattended,
credit card activated control systems for the copying, debit card and personal
computer industries. The Company's devices make available credit card payment
technology in connection with the sale of a variety of products and services.
The Company generates its revenues from retaining a portion of the monies
generated from all credit card transactions conducted through its control
systems, as well as the direct sale of its control systems and the resale of
configured office products.
As of December 31, 1997, the Company had a total of 408 control
systems in the field, distributed as follows: 247 Business Express(TM) control
systems, 42 Copy Express(TM) control systems, 36 Debit Express(TM) control
systems, 21 Fax/Printer Express(TM) control systems, and 62 Public PC(TM)
control systems located at various hotels and libraries throughout the United
States and Canada.
2. Accounting Policies
Interim Financial Information
The financial statements and disclosures included herein for the
three and six months ended December 31, 1997 and 1996 and from the date of
inception through December 31, 1997 are unaudited. These financial statements
and disclosures have been prepared by the Company in accordance with generally
accepted accounting principles and reflect all adjustments consisting of
adjustments of a normal and recurring nature which, in the opinion of
management, are necessary for a fair presentation of the Company's financial
position and the results of its operations and cash flows.
Inventory
Inventory is stated at the lower of cost (first-in, first-out method)
or market.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed
using the straight-line method over three to seven years for financial
statement purposes and accelerated methods for income tax reporting purposes.
5
<PAGE>
Revenue Recognition
Revenue from the sale of equipment is recognized upon installation
and customer acceptance of the related equipment. License fee revenue is
recognized upon the usage of the Company's credit card activated control
systems.
Loss per Common Share
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. Under the new requirements for calculating primary earnings
per share, the dilutive effect of stock options will be excluded.
Loss per common share is calculated based on the weighted average
number of common shares outstanding during the periods. In calculating basic
and fully diluted earnings per share, no exercise of stock options, purchase
rights, stock purchase warrants, or the conversion of preferred stock and
cumulative preferred dividends was assumed because the exercise or conversion
of these securities would be antidilutive, in both calculations.
3. Stock Options, Warrants and Purchase Rights
As of December 31, 1997, there was a total of 157,300 Common Stock
purchase rights outstanding at a price of $1.00 per share. As of December 31,
1997 there was a total of 4,051,000 options outstanding to purchase Common
Stock at exercise prices ranging from $.25 to $.50 per share, of which
3,526,000 were vested. All of the options and purchase rights granted were
issued at or above fair market value on the date of grant.
There are also 1,100,000 shares of Common Stock issuable upon
exercise of warrants issued to affiliates and/or consultants to GEM Advisors,
Inc. in June 1997; 15,000 shares of Common Stock issuable upon exercise of the
1997 warrants issued in 1997; 6,000 shares of Common Stock issuable upon
exercise of the 1996-B warrants issued in January and February 1997; 864,000
shares of Common Stock issuable upon exercise of the 1996 warrants issued in
1996; and 694,000 shares of Common Stock issuable upon exercise of the 1995
warrants issued in 1995.
4. Escrow and Cancellation Arrangements
As of June 30, 1997, at the request of the Pennsylvania Securities
Commission, the President had agreed to place in escrow 7,593,000 shares of
Common Stock, of which 4,365,000 were subject to cancellation if certain
events did not occur on or before June 30, 1998. On November 20, 1997, the
President cancelled the 4,365,000 shares which had been in escrow, and the
remaining 3,228,000 shares held in escrow were returned to the President.
6
<PAGE>
5. Private Placement
On January 29, 1998 the Company commenced a private placement
offering of 70 units at a price of $10,000 per unit, with each unit consisting
of 2,000 shares of Series A Convertible Preferred Stock and 50,000 1998 Common
Stock Purchase Warrants. The offering will terminate on February 28, 1998,
unless extended by the Company for up to 90 additional days. Through February
16, 1998, 46.7 units have been purchased, generating gross proceeds to the
Company of $467,000.
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Introduction
Since its inception in January 1992, the Company, a development stage
corporation, has been engaged largely in research and development activities
focused on designing, developing, and marketing its credit card activated
control systems. From inception through December 31, 1997, the Company has had
operating revenues of $1,403,234 and has generated funds primarily through the
sale of its securities. As of December 31, 1997, the Company has received, net
of expenses of such sales, the amount of $5,534,547 in connection with private
placements, $2,698,847 from the exercise of Common Stock purchase warrants and
options, and $2,345,104 in connection with its initial public offering. The
Company has incurred operating losses since its inception through December 31,
1997 of $10,767,167 and such losses are expected to continue at least through
the quarter ended September 30, 1998.
Results of Operations
The fiscal quarter ended December 31, 1997 resulted in a net
operating loss of $742,971 compared to a net loss of $1,012,811 for the
comparable fiscal quarter ended December 31, 1996. On an overall basis these
continuing losses reflect the development stage nature of the Company. Losses
are projected to continue until sufficient revenue is generated from various
applications of the Company's proprietary technology.
Revenue from operations was $368,049 compared to $102,504 from the
previous year's fiscal quarter. This $265,545 improvement reflects the
Company's revised strategy of selling its proprietary equipment as opposed to
relying primarily on licensing and transaction processing revenues. Of the
total revenues, equipment sales totaled $309,411, an increase of $238,839 over
the same period last year. Licensing and processing revenue increased to
$58,638 from $26,699 for the same period during the prior year, an increase of
120%. Despite this revenue increase and change in approach to marketing its
products, revenue is still well below the level required for the Company to be
profitable.
7
<PAGE>
Cost of sales for the period included labor and equipment of $256,497
which represented an increase of $200,841 over the same period during the
prior year, and is directly attributable to the increase in equipment sales.
General and administrative expenses of $490,780 decreased by $230,712
or 32% from the second quarter last year. Reduced consultant fees, product
development costs, advertising and promotional expenses contributed to the
decrease.
Compensation expense of $340,858 increased by 25% due to permanent
and higher personnel requirements in all areas of the Company. Depreciation and
amortization expense increased nominally from $23,261 to $25,497, reflecting
the increased depreciable capital asset base.
The six month period ended December 31, 1997 resulted in a net loss
of $1,403,496, compared to a net loss of $1,685,137 from the same period last
year. Net revenue increased to $731,804 from $153,642 for the same period last
year. Total expenses rose to $2,135,300 from $1,838,779, reflecting an
increase in cost of sales and compensation offset by reductions in general and
administrative expenses.
Plan of Operations
As of December 31, 1997, the Company had a total of 408 control
systems in the field, distributed as follows: 247 Business Express(TM) control
systems, 42 Copy Express(TM) control systems, 36 Debit Express(TM) control
systems, 21 Fax/Printer Express(TM) control systems, and 62 Public PC(TM)
control systems located at various hotels and libraries throughout the United
States and Canada. The total license fee revenues received by the Company from
these systems has been increasing but is still well below the level required
to achieve profitability.
During the past six months the Company continued to emphasize the
resale of equipment utilizing the company's control systems rather than the
revenue sharing arrangements previously employed. The Company still retains
all rights to software and proprietary technology which it licenses to
location operators for their exclusive use. This shift in approach reduces the
Company's dependency on licensing revenues and simultaneously reduces the
Company's capital asset requirements.
The Company is marketing its products through its full-time sales
staff consisting of four persons, either directly to customer locations or
through facility management companies servicing these locations.
8
<PAGE>
On September 24, 1997, the Company entered into a Joint Venture
Agreement with Mail Boxes Etc. ("MBE"), the leading franchisor of postal,
business, and communications retail service centers, with approximately 3,000
locations in North America. The joint venture exclusively sells and markets
unattended, credit card activated business centers under the name MBE Business
Express(TM) to the hospitality industry, travel industry, convention centers,
colleges, universities, supermarkets, banks, military, convenience stores, and
mass merchandisers located in the United States. In addition, MBE has ordered
195 TransAct(TM) control boxes from the Company to be used by MBE franchises for
their in-store computer workstations. As of December 31, 1997, all of these
control boxes have been shipped to MBE, generating gross revenues of
approximately $140,000.
On February 17, 1998, Prime Hospitality Corp. ("Prime") entered into
an agreement with the joint venture formed by the Company and MBE (the "Joint
Venture") pursuant to which Prime would purchase 100 MBE Business Express(TM)
units for installation at Prime's owned and managed hotels. The agreement
provides that Prime would purchase the first six units on a trial basis. If
the 90-day trial period is successful, then Prime would order the remaining 94
units. If the trial period is not successful, Prime would not purchase any
additional units and the Joint Venture would repurchase the initial six units
from Prime at the price originally paid by Prime. The agreement provides for a
purchase price of approximatley $1.3 million for all 100 units.
Liquidity and Capital Resources
For the six month period ended December 31, 1997, there was a net
decrease in cash of $355,684. This was attributable to using $1,401,771 for
operating activities, partially offset by net proceeds of $1,055,439 raised
through the exercise of Common Stock purchase warrants. As of December 31,
1997, total cash on hand was $274,582, and working capital was approximately
$342,098 of which $516,530 was invested in inventory.
On September 11, 1997, the Company's Board of Directors decided to
maintain the exercise price of the 1996-B and 1997 Common Stock purchase
warrants at $.20 through September 30, 1997 (rather than only through August
31, 1997 as previously provided). On November 13, 1997, the Company's Board of
Directors decided to maintain the exercise price of the 1996-B and 1997 Common
Stock purchase warrants at $.20 through October 31, 1997 (rather than
September 30, 1997 as revised above). During the six months ended December 31,
1997, 368,000 1996-B and 1,585,000 1997 Common Stock purchase warrants were
exercised for gross proceeds to the Company of $390,600.
On September 11, 1997, the Board of Directors approved a temporary
reduction in the exercise price of the 1995 and 1996 Common Stock purchase
warrants from $.50 to $.25 during the period of September 11, 1997 through
October 31, 1997. During the six month period ending December 31, 1997, a
total of 720,000 1995 and 1,134,000 1996 Common Stock purchase warrants were
exercised, providing gross proceeds of $463,500 to the Company.
During the six months ended December 31, 1997, GEM Management
Limited, an affiliate of GEM Advisors, Inc., exercised Common Stock purchase
warrants for 900,000 shares of Common Stock at an exercise price of $.20 per
share generating gross proceeds of $180,000.
9
<PAGE>
The Company believes that the above warrant proceeds, together with
money available from the exercise of outstanding options and warrants, plus
additional funds to be generated by the private placement approved in January
1998, and increased revenues from its business would be sufficient to fund
operations through the quarter ending September 30, 1998. There can be no
assurance that any such additional sales of securities could be made by the
Company or that increased revenues would result from its business. In such
event, the Company may cease to be a going concern or may have to reduce its
operations or operating procedures.
Part II - Other information
Items 1, 2, 3, and 4 are not applicable.
Item 5. Other Information
During the quarter ended December 31, 1997, the holders of the
remaining $70,000 of the $500,000 of Convertible Securities which were issued
by the Company in June 1997 converted their Convertible Securities into
347,219 shares of Common Stock.
In connection with the issuance of such Convertible Securities, the
Company had issued 2,500,000 shares of Common Stock in escrow so that such
shares would be available to the holders of the Convertible Securities upon
conversion thereof. Following the conversions referred to above, no shares
remain in escrow, and a total of 1,915,736 shares of Common Stock have been
issued.
At June 30, 1997, all 2,500,000 shares held in escrow were considered
issued and outstanding as Common Stock.
Item 6. Exhibits and Reports on Form 8-K
On November 26, 1997, the Company filed with the Securities and
Exchange Commission a Form 8-K which reported items under Item 5. Other Events
and Item 9. Sales of Equity Securities Pursuant to Regulation S.
10
<PAGE>
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<S> <C>
USA TECHNOLOGIES, INC.
Date: February 17, 1998 /s/ George R. Jensen, Jr.
---------------------------------------------------------
George R. Jensen, Jr., President, Chief Executive Officer
Date: February 17, 1998 /s/ Leland P. Maxwell
---------------------------------------------------
Leland P. Maxwell, Senior Vice President,
Chief Financial Officer
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000896429
<NAME> USA TECHNOLOGIES, INC
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1.000
<CASH> 274,582
<SECURITIES> 0
<RECEIVABLES> 307,424
<ALLOWANCES> (22,609)
<INVENTORY> 516,530
<CURRENT-ASSETS> 1,091,250
<PP&E> 354,009
<DEPRECIATION> 225,823
<TOTAL-ASSETS> 1,243,386
<CURRENT-LIABILITIES> 749,152
<BONDS> 0
0
4,533,703
<COMMON> 9,043,768
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,243,386
<SALES> 309,411
<TOTAL-REVENUES> 368,049
<CGS> 256,497
<TOTAL-COSTS> 1,111,020
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,330
<INCOME-PRETAX> (742,971)
<INCOME-TAX> 0
<INCOME-CONTINUING> (742,971)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (742,971)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
