Shareholder Advocates For Value Enhancement (SAVE) Believes a New Direction Is Needed for USA Technologies, Inc.

Shareholder Advocates For Value Enhancement (SAVE) Believes a New Direction Is
                      Needed for USA Technologies, Inc.

SAVE Sets the Record Straight on USAT

PR Newswire

GREENWICH, Conn., June 12, 2012

GREENWICH, Conn., June 12, 2012 /PRNewswire/ --S.A.V.E. Partners IV, LLC,
which together with its nominees and certain other shareholders are members of
a group ("SAVE") that collectively owns 3,196,739 shares of common stock of
USA Technologies, Inc. (NASDAQ: USAT) ("USAT" or the "Company"), representing
approximately 9.8% of the Company's outstanding shares, today issued the
following letter to shareholders of USAT.

Dear Fellow Shareholders:

Over the past couple of weeks, the Board of Directors of USA Technologies,
Inc. ("USAT" or the "Company") has regaled shareholders with positive news and
optimistic forecasts. These developments include the achievement of
connection milestones, a commitment for a new $3 million asset based credit
line and promises of quarterly net income by year end. At the same time, the
Board has "set the record straight" about SAVE's business plan, dismissing
several of our initiatives and claiming USAT is already implementing others.

Now it is SAVE's turn to set the record straight.


With very little time left before the June 28, 2012 annual meeting, we want to
make it entirely clear that, as the Company's largest shareholder, SAVE's
interests are squarely aligned with yours. If USAT prospers, then we all do.
We have nominated seven new highly qualified candidates for election to the
Board because we believe strongly in the potential of USAT's business.
However, we do not believe the current Board and management team has a
coherent business plan that will create value for shareholders.

We believe USAT's recent pronouncements are clear evidence that its business
plan is not working and that shareholders can no longer entrust their Company
to the current Board:

  oDespite increased connections in fiscal 2012, the stock price has
    decreased. On May 29, 2012, USAT reported that the number of devices
    connected to its network went from 119,000 on June 30, 2011 to
    approximately 155,000. Approximately 58% of the new units added through
    March 31, 2012 are attributable to the JumpStart Program. However,
    despite the increased connections, the stock price declined over 36% from
    $2.22 on June 30, 2011 to $1.42 on May 29, 2012. Contrary to USAT's
    contention, SAVE believes this is indisputable evidence that the JumpStart
    model needs to be revamped through a focus on lower cost hardware. SAVE
    believes that reducing the cost of the Company's hardware is critical to
    accelerating the return on investment on JumpStart, thereby maximizing the
    return on shareholders' investments. USAT belittles our "fixation" on
    hardware. We believe USAT should take a lesson from Apple, whose
    extraordinary success is, in our view, due largely to its ability to
    innovate and use low-cost hardware to connect users to value-added
    services and a diverse array of applications, a business model that SAVE
    wants to emulate for USAT's devices.

  oDespite burning through over 50% of the cash on its balance sheet in
    fiscal 2012, the Board now proposes to add debt. In the first nine months
    of fiscal 2012, the Company's cash on its balance sheet decreased from
    approximately $13.0 million to approximately $6.2 million. Yet, on June
    6, 2012, the Company announced a commitment letter for a $3 million asset
    based credit line from Avidbank. The interest rate and security for the
    financing were not disclosed. The Company stated this financing
    arrangement represents part of its plan to maintain "a healthy balance
    sheet." To the contrary, we believe it is a sign of extreme financial
    instability for the Company to be incurring debt on top of continuing
    negative cash flows. When a company is burning through cash at USAT's
    rate, we believe it should be focused on cutting costs, rather than taking
    on debt and potentially putting shareholders at risk by subordinating them
    to a secured lender.

  oUSAT is now tempting shareholders with visions of profits. In its June 8,
    2012 letter to shareholders, USAT stated that it expected to achieve
    quarterly net income for the quarter ending December 31, 2012 (subject to
    five significant assumptions in a footnote at the end of the letter).
    However, only four months earlier, on the Company's February 8, 2012
    earnings call,  CEO Stephen Herbert stated, "We are not at this point
    prepared to point to a certain quarter and say that this is the quarter
    when we expect to generate positive cash flow." In just over one quarter,
    and in the midst of a proxy contest, USAT went from being unable to
    predict positive cash flow to glowing expectations of profits. We believe
    this startling about-face demonstrates the utter lack of credibility of
    USAT's current leadership when it comes to forecasting the Company's
    future results.


SAVE has put forth seven serious nominees and a serious business plan to fix
and grow your Company. Today, we filed with the SEC an investor presentation
that lays out our business plan in greater detail, and we encourage you to
review it carefully. Starting on day one, our Board will hit the ground
running to accomplish the following principal objectives:

  oRecruit the best team to operate the business;
  oDevelop a focused strategy with appropriate attention to cost controls and
    technology innovation;
  oDesign appropriate incentives for high-performing employees throughout the
    organization - not just senior management; and
  oHold management accountable.

We believe the Board must be responsive, and not just reactive, to shareholder
concerns. As the Company's largest shareholder, we are truly incentivized to
act in the best interests of all shareholders.

SAVE's nominees have intimate knowledge of the rapidly changing vending and
electronic payments industries. We firmly believe that, given the right
leadership, USAT has the potential to achieve extraordinary growth and
profitability. If elected, our nominees are committed to bringing the full
benefit of their collective experience to bear on the serious issues facing
the Company, and working quickly and decisively to help USAT shareholders
capture the maximum value from their investment. Unlike the current Board,
our nominees are eager to back up our words by purchasing over $1,000,000 of
USAT stock if elected.


Thank you again for your support. SAVE urges shareholders NOT to respond to
any solicitation made by USAT's Board of Directors and NOT to return USAT's
white proxy card. If you have voted a white proxy card, you can change your
vote by voting the enclosed GOLD proxy card today. Please vote each and every
GOLD proxy card you receive. You can learn more about SAVE and our
highly-qualified Board candidates at


Bradley M. Tirpak Craig W. Thomas

If you have any questions, please call Morrow & Co., LLC at (203) 658-9400
or toll-free at (800) 662-5200 or e-mail


Morrow & Co., LLC
Tom Ball
John Ferguson
(203) 658-9400
(800) 662-5200

SOURCE S.A.V.E. Partners IV, LLC
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