Attached files

file filename
8-K - Q1'12 EARNINGS RELEASE FORM 8-K - VERIFONE SYSTEMS, INC.q1fy12earningsrelease8k.htm
EX-99.2 - SUPPLEMENTAL FINANCIAL INFORMATION - VERIFONE SYSTEMS, INC.earningscallfy12q1final.htm


Exhibit 99.1

VeriFone Reports Results for the First Quarter of Fiscal 2012

SAN JOSE, CA - March 5, 2012 - VeriFone Systems, Inc. (NYSE: PAY), the global leader in secure electronic payment solutions, today announced financial results for the three months ended January 31, 2012 (“Q1 FY12”).

Non-GAAP net revenues for Q1 FY12 were $425 million, compared to $416 million in the previous quarter and $284 million for the comparable period of fiscal 2011 (“Q1 FY11”), a 50% year-over-year increase. GAAP net revenues were $420 million for the latest quarter, $411 million for the prior quarter and $284 million for Q1 FY11.

Non-GAAP gross margins were 43% for Q1 FY12, compared to 40% in the prior quarter and 41% in Q1 FY11. GAAP gross margins were 37% for the latest quarter, 31% for the prior quarter and 39% for Q1 FY11.
 
Non-GAAP net income per diluted share for Q1 FY12 was $0.58, compared to $0.53 in the prior quarter and $0.43 for Q1 FY11, a 35% year-over-year increase. GAAP net income per diluted share for the latest quarter was a $0.03 loss, compared to $1.84 income in the prior quarter and $0.35 income in Q1 FY11.

“We are delighted with our strong start to fiscal year 2012. We reported record revenues and non-GAAP EPS, the highest non-GAAP operating margin in over five years and continued double-digit organic growth,” said Douglas G. Bergeron, Chief Executive Officer. “The Point business is performing ahead of plan. Their 'payment-as-a-service' model is positioned to serve as the new North American paradigm for quickly deploying and maintaining advanced EMV software and mobile wallet software updates for Visa, Isis, Google, PayPal and others.”

Highlights Since Last Earnings Release
Today VeriFone announced an agreement with Isis, the joint venture between AT&T Mobility, T-Mobile USA and Verizon Wireless, to integrate the Isis Mobile Commerce Application in current and future NFC-enabled product lines. The companies have also agreed that their sales, marketing and implementation teams will collaborate to target large retail and petroleum/convenience merchants in previously announced Isis launch markets of Salt Lake City and Austin. VeriFone's leading market share of U.S. retailers, NFC-ready product portfolio and “payment-as-a-service” delivery model will help accelerate the wide-scale adoption of mobile commerce.

On March 1, VeriFone announced the acquisition of LIFT Retail Marketing Technology, the provider of the LIFT Station - a digital marketing system that integrates with leading point-of-sale systems and increases sales by convenience stores and gas station shops. Leveraging an advertiser-funded model, the LIFT Station personalizes the experience for each shopper by determining optimal offers based on the products being scanned, presenting the offers with compelling digital ads on a touchscreen display and providing cashiers with friendly transaction-specific selling scripts. The VeriFone LiftRetail Solutions offering is another way VeriFone is bringing intelligence to retail checkout.






On January 16, at the National Retail Federation Expo, VeriFone highlighted several new payment solutions, including the GlobalBay Mobile POS and Retailing solutions. Global Bay, acquired by VeriFone on November 1, provides technology that, when coupled with VeriFone's secure mobile payment technology, offers the retailer an unparalleled comprehensive and integrated suite of mobile applications that will transform the in-store experience. Mobile retailing is spreading as merchants seek to interact with customers away from the check-out to deliver personalized and interactive service, up-sell and cross-sell, close the sale and accept payment.

On December 30, VeriFone completed the acquisition of Point, Northern Europe's largest provider of payment and gateway services and solutions for retailers. Point, based in Stockholm, with operations in 11 Northern European countries, serves a contracted network encompassing almost 475,000 merchant accounts. VeriFone intends to extend the Point platform throughout the region and beyond, creating the world's largest infrastructure for rapid deployment of alternative payments. VeriFone paid approximately EUR 600 million to acquire all of the equity of Point, and also retired existing Point debt of approximately EUR 190 million at closing.

To finance the Point acquisition and refinance existing debt, VeriFone executed a credit agreement for $1.5 billion led by J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital and RBC Capital Markets. The facility provides VeriFone with long-term debt capital at economical interest rates. The debt consists of 5-year Term A Loans for $918 million, a 5-year revolving line of credit for $350 million, and 7-year Term B Loans for $232 million. The company's previously arranged credit facility has been repaid in full; a portion of the proceeds will be used to repay VeriFone's outstanding 1.375% Convertible Notes due June 2012.

Guidance for Second Quarter 2012 and Full Fiscal Year
VeriFone has updated its guidance. For the second fiscal quarter ending April 30, 2012, VeriFone expects to report non-GAAP net revenues in the range of $465 million to $470 million. Non-GAAP net income per diluted share is projected to range from $0.59 to $0.60. For the full year of fiscal 2012, VeriFone expects to report non-GAAP net revenues in the range of $1.900 billion to $1.925 billion. Non-GAAP net income per diluted share is expected to range from $2.60 to $2.66 in FY12.
















CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of VeriFone Systems, Inc. These risks and uncertainties include, but are not limited to: our assumptions, judgments and estimates regarding the impact on our business of the continued uncertainty in the global economic environment and financial markets, our ability to identify and complete acquisitions and strategic investments and successfully integrate them into our business, whether the expected benefits of our business initiatives are achieved, our ability to protect against fraud, the status of our relationship with and condition of third parties such as our contract manufacturers and key suppliers upon whom we rely in the conduct of our business, our dependence on a limited number of customers, uncertainties related to the conduct of our business internationally, our ability to effectively hedge our exposure to foreign currency exchange rate fluctuations, our dependence on a limited number of key employees, short product cycles, rapidly changing technologies and maintaining competitive leadership position with respect to our payment solution offerings. The forward-looking statements in this press release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof. For a further list and description of such risks and uncertainties, see our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and our quarterly reports on Form 10-Q. VeriFone is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.


About VeriFone Systems, Inc. (www.verifone.com)

VeriFone Systems, Inc. (“VeriFone”) (NYSE: PAY) is the global leader in secure electronic payment solutions. VeriFone provides expertise, solutions and services that add value to the point of sale with merchant-operated, consumer-facing and self-service payment systems for the financial, retail, hospitality, petroleum, government and healthcare vertical markets. VeriFone solutions are designed to meet the needs of merchants, processors and acquirers in developed and emerging economies worldwide.


Additional Resources:
http://ir.verifone.com
Investor Contact:
Doug Reed
Treasurer and Vice President, Investor Relations
Tel: 408-232-7979
Email: ir@verifone.com

Editorial Contact:
Pete Bartolik
VeriFone Media Relations
Tel: 508-283-4112
Email: pete_bartolik@verifone.com





FINANCIAL MEASURES






This press release and its attachments include several non-GAAP financial measures, including non-GAAP net revenues; non-GAAP cost of net revenues; non-GAAP gross profit; non-GAAP operating expenses; non-GAAP operating income; non-GAAP interest expense; non-GAAP interest income; non-GAAP other income (expense); non-GAAP income before income taxes; non-GAAP provision for income taxes, non-GAAP net income; non-GAAP net income per share as well as these non-GAAP financial measures as a percentage of net revenues. In order to assist investors, this press release provides consolidated statement of operations information on a non-GAAP basis, reflecting the adjustments made in the non-GAAP measures listed above.

Reconciliations for the non-GAAP financial measures presented in this press release are provided at the end of this press release.

Management uses non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. Management believes that these non-GAAP financial measures help it to evaluate VeriFone's performance and to compare VeriFone's current results with those for prior periods as well as with the results of peer companies. VeriFone's competitors may, due to differences in capital structure and investment history, record certain income and expense items, including interest, tax, depreciation, amortization, and other non-cash expenses, that differ significantly from VeriFone's, in a manner that VeriFone's management believes does not reflect underlying operating performance that is comparable to VeriFone's. Management also uses these non-GAAP financial measures in VeriFone's budget and planning process. Management believes that the presentation of these non-GAAP financial measures is useful to investors in comparing VeriFone's operating performance in any period with its performance in other periods and with the performance of other companies that represent alternative investment opportunities. These non-GAAP financial measures contain limitations and should be considered as a supplement to, and not as a substitute for, or superior to, disclosures made in accordance with GAAP.

These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and may therefore differ from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures do not reflect all amounts and costs, such as acquisition related costs, employee stock-based compensation costs, cash that may be expended for future capital expenditures or contractual commitments, working capital needs, cash used to service interest or principal payments on VeriFone's debt, income taxes and the related cash requirements, and restructuring charges, associated with VeriFone's results of operations as determined in accordance with GAAP.

Furthermore, VeriFone expects to continue to incur income and expense items that are similar to those that are eliminated in the non-GAAP adjustments described herein. Management compensates for these limitations by also relying on the comparable GAAP financial measures.

Note A: Acquisition Related Expenses and Restructuring Costs. VeriFone adjusts certain revenues and expenses that are the result of acquisitions and restructurings. These adjustments include the amortization of purchased intangible assets, incremental costs associated with acquisitions (such as professional fees, legal fees related to inherited litigation and one-time charges related to acquired balances), acquisition integration expenses, loss on financial instruments entered into to fix the acquisition purchase price in U.S. dollars when it is payable in foreign currencies, step-down in deferred revenue on acquisition and step-up in inventory on acquisition. These adjustments do not include the fair value adjustments relating to certain contracts acquired as part of an acquisition whereby third parties have yet to fulfill their contractual obligations. In addition, we adjust for the settlements of contingencies and true-up of balances established at the time of acquisition. Acquisition related expenses also result from events which arise from unforeseen circumstances which often occur outside of the ordinary course of business. Accordingly, VeriFone analyzes the performance of its operations without regard to such expenses. In determining whether any acquisition related revenue or expense adjustment is appropriate, VeriFone takes into consideration, among other things, how such adjustment would or would not aid the understanding of the performance of its operations.

Note B: Stock-Based Compensation. Our non-GAAP financial measures eliminate the effect of expense





for stock-based compensation because they are non-cash expenses that management believes are not reflective of ongoing operating results. In particular, because of varying available valuation methodologies, subjective assumptions and the variety of award types which affect the calculations of stock-based compensation, we believe that the exclusion of stock-based compensation allows for more accurate comparisons of our operating results to our peer companies. Stock-based compensation is very different from other forms of compensation. A cash salary or bonus has a fixed and unvarying cash cost. In contrast the expense associated with an award of an option is unrelated to the amount of compensation ultimately received by the employee; and the cost to the company is based on valuation methodology and underlying assumptions that may vary over time and does not reflect any cash expenditure by the company. Furthermore, the expense associated with granting an employee an option is spread over multiple years and may be reversed based on forfeitures which may differ from our original assumptions unlike cash compensation expense which is typically recorded contemporaneously with the time of award or payment.
 
Note C: Other Charges and Income. VeriFone excludes certain expenses and income that are the result of either unique or unplanned events that are noted below. It is difficult to estimate the amount or timing of these items in advance. Although these events are reflected in our GAAP financials, these expenses may limit the comparability of our on-going operations with prior and future periods.

Gains or losses on financial transactions, such as the accelerated amortization of capitalized debt issuance costs due to the early repayment of debt, which result from unforeseen circumstances and typically occur outside of the ordinary course of business are excluded from Other income (expense), net to ensure comparability between periods.
Non-cash interest expense recorded relating to the adoption of ASC 470-20, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (including partial cash settlement) is excluded to promote comparability of our non-GAAP financial results with prior and future periods and best reflects our on-going operations.
Income taxes are adjusted for the tax effect of excluding items related to our non-GAAP financial measures, in order to provide our management and users of the financial statements with better clarity regarding the on-going performance and future liquidity of our business. Our non-GAAP tax rate for the period November 1, 2010 through December 30, 2011 was 20%. Our non-GAAP tax rate for the period since the December 30, 2011 acquisition of Point is 18%.

Because of these factors, we assess our operating performance with these amounts included and excluded, and by providing this information, we believe that users of our financial statements are better able to understand the financial results of what we consider to be our continuing operations.

Note D: Non-GAAP Net Income per Share. VeriFone provides basic and diluted non-GAAP net income per share. The basic non-GAAP net income per share amount was calculated based on our non-GAAP net income and the weighted average number of shares outstanding during the reporting period. During Q1 FY12, the diluted non-GAAP weighted average shares include additional shares that are dilutive for non-GAAP purposes, because we have a non-GAAP net income and GAAP basis net loss.










VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended January 31,
 
 
 
 
 
2012
 
2011
 
% Change
 
Net revenues:
 
 
 
 
 
 
 
 
System Solutions
 
$
312,641

 
$
225,707

 
38.5
 %
 
 
Services
 
106,883

 
58,058

 
84.1
 %
 
 
 
Total net revenues
 
419,524

 
283,765

 
47.8
 %
 
 
 
 
 
 
 
 
 
 
 
Cost of net revenues:
 
 
 
 
 
 
 
 
System Solutions
 
190,907

 
135,504

 
40.9
 %
 
 
Amortization of purchased intangible assets
 
7,845

 
4,636

 
69.2
 %
 
 
Total cost of System Solutions net revenues
 
198,752

 
140,140

 
41.8
 %
 
 
Services
 
64,134

 
32,134

 
99.6
 %
 
 
 
Total cost of net revenues
262,886

 
172,274

 
52.6
 %
 
 
 
 
 
 
 
 
 
 
 
Gross profit
 
156,638

 
111,491

 
40.5
 %
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
35,079

 
21,642

 
62.1
 %
 
 
Sales and marketing
 
39,986

 
28,306

 
41.3
 %
 
 
General and administrative
 
59,653

 
26,332

 
126.5
 %
 
 
 
 Total operating expenses
 
134,718

 
76,280

 
76.6
 %
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
21,920

 
35,211

 
-37.7
 %
 
Interest expense
 
(14,634
)
 
(7,570
)
 
93.3
 %
 
Interest income
 
1,007

 
283

 
255.8
 %
 
Other income, net
 
(21,198
)
 
1,651

 
-1,383.9
 %
 
Income (loss) before income taxes
 
(12,905
)
 
29,575

 
-143.6
 %
 
Benefit from income taxes
 
(9,782
)
 
(2,456
)
 
298.3
 %
 
Net income (loss)
 
$
(3,123
)
 
$
32,031

 
-109.7
 %
 
 
 

 
 
 
 
 
Net income (loss) per share:
 
 
 
 
 
 
 
 
Basic
 
$
(0.03
)
 
$
0.37

 
 
 
 
Diluted
 
$
(0.03
)
 
$
0.35

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares used in computing net income (loss) per share:
 
 
 
 
 
 
 
 
Basic
 
105,833

 
87,090

 
 
 
 
Diluted
 
105,833

 
91,321

 
 
 












VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
 
GEOGRAPHIC REVENUE INFORMATION
 
(IN THOUSANDS, EXCEPT PERCENTAGES)
 
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
% of Change
 
 
 
Jan. 31, 2012
 
Oct. 31, 2011
 
Jan. 31, 2011
 
% SEQ Incr.
 
% YoY Incr.
 
Total GAAP Net Revenues:
 
 
 
 
 
 
 
 
 
 
 
United States and Canada
 
$
119,630

 
$
115,655

 
$
128,304

 
3.4
 %
 
-6.8
 %
 
Europe, Middle East and Africa
 
154,907

 
148,613

 
78,707

 
4.2
 %
 
96.8
 %
 
Latin America
 
100,289

 
104,621

 
50,131

 
-4.1
 %
 
100.1
 %
 
Asia
 
44,698

 
41,815

 
26,623

 
6.9
 %
 
67.9
 %
 
Total GAAP net revenues
 
$
419,524

 
$
410,704

 
$
283,765

 
2.1
 %
 
47.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of step-down in deferred revenue on acquisitions:
 
 
 
 
 
 
 
 
 
 
 
United States and Canada
 
$
335

 
$
106

 
$
175

 

 

 
Europe, Middle East and Africa
 
4,096

 
1,364

 

 

 


 
Latin America
 

 
344

 

 
 
 


 
Asia
 
1,245

 
3,122

 

 

 


 
 
 
$
5,676

 
$
4,936

 
$
175

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Non-GAAP Net Revenues:
 
 
 
 
 
 
 
 
 
 
 
United States and Canada
 
$
119,965

 
$
115,761

 
$
128,479

 
3.6
 %
 
-6.6
 %
 
Europe, Middle East and Africa
 
159,003

 
149,977

 
78,707

 
6.0
 %
 
102.0
 %
 
Latin America
 
100,289

 
104,965

 
50,131

 
-4.5
 %
 
100.1
 %
 
Asia
 
45,943

 
44,937

 
26,623

 
2.2
 %
 
72.6
 %
 
Total Non-GAAP net revenues
 
$
425,200

 
$
415,640

 
$
283,940

 
2.3
 %
 
49.7
 %
 







VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
 
 
 
 
 
 
 
January 31, 2012
 
October 31, 2011
Assets
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
379,979

 
$
594,562

 
Accounts receivable, net
302,559

 
294,440

 
Inventories
171,414

 
144,316

 
Restricted cash
279,965

 
4

 
Other current assets
147,117

 
127,126

Total current assets
1,281,034

 
1,160,448

 
 
 
 
Property, plant and equipment, net
77,884

 
65,504

Purchased intangible assets, net
828,952

 
263,767

Goodwill
1,203,287

 
561,414

Other assets
357,041

 
262,428

Total assets
$
3,748,198

 
$
2,313,561

 
 
 
 
 
Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
$
152,279

 
$
144,278

 
Income taxes payable
9,066

 
9,116

 
Deferred revenue, net
97,715

 
68,824

 
Other current liabilities
244,927

 
209,007

 
Short-term debt
324,271

 
272,055

Total current liabilities
828,258

 
703,280

 
 
 
 
 
Deferred revenue, net
33,178

 
31,467

Long-term debt
1,313,175

 
211,756

Other long-term liabilities
319,236

 
171,565

 
 
 
 
 
Noncontrolling interest
38,659

 
1,300

Total stockholders' equity
1,215,692

 
1,194,193

 
 
 
 
 
Total liabilities and equity
$
3,748,198

 
$
2,313,561








VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
 
 
 
Three Months Ended January 31,
 
 
 
2012
 
2011
Cash flows from operating activities
 
 
 
Net income (loss)
$
(3,123
)
 
$
32,031

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization, net
31,859

 
9,485

 
Stock-based compensation
10,704

 
7,439

 
Non-cash interest expense
6,227

 
3,818

 
Gain on bargain purchase of business

 
(1,476
)
 
Gain on adjustments to acquisition related balances, net

 
(691
)
 
Deferred income taxes
(8,490
)
 
(319
)
 
Other
(1,455
)
 
513

 
Net cash provided by operating activities before changes in working capital
35,722

 
50,800

 
Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable, net
17,154

 
(13,299
)
 
 
Inventories
(1,994
)
 
5,474

 
 
Other assets
(10,694
)
 
(15,323
)
 
 
Accounts payable
(10,913
)
 
5,263

 
 
Income taxes payable
(2,418
)
 
2,744

 
 
Deferred revenues, net
28,589

 
(664
)
 
 
Other liabilities
(23,278
)
 
(4,586
)
Net cash provided by operating activities
32,168

 
30,409

 
 
 
 
 
 
Cash flows from investing activities
 
 
 
Purchases of property, plant and equipment
(7,289
)
 
(2,315
)
Acquisitions of businesses, net of cash acquired
(1,067,517
)
 
(9,730
)
Other
(714
)
 
(261
)
Net cash used in investing activities
(1,075,520
)
 
(12,306
)
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
Proceeds from debt, net of issuance costs
1,409,177

 

Repayments of debt
(307,760
)
 
(1,358
)
Proceeds from issuance of common stock through employee equity incentive plans
8,812

 
16,678

Restricted cash and cash equivalents placed in escrow for repayment of convertible Notes
(279,159
)
 

Debt issuance costs paid

 

Distribution to non-controlling interest owners
(135
)
 

Net cash provided by financing activities
830,935

 
15,320

 
 
 
 
 
 
Effect of foreign currency exchange rate changes on cash and cash equivalents
(2,166
)
 
607

 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
(214,583
)
 
34,030

Cash and cash equivalents, beginning of period
594,562

 
445,137

Cash and cash equivalents, end of period
$
379,979

 
$
479,167








VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
 
 
For the Three Months Ended
 
 
 
Jan. 31, 2012
 
Oct. 31, 2011
 
Jan. 31, 2011
 
 
 
 
 
 
 
 
 
GAAP Net revenues - System Solutions
 
$
312,641

 
$
319,211

 
$
225,707

 
Amortization of step-down in deferred revenue on acquisitions
A
2,028

 
2,780

 

 
Non-GAAP Net revenues - System Solutions
 
$
314,669

 
$
321,991

 
$
225,707

 
 
 
 
 
 
 
 
 
GAAP Net revenues - Services
 
$
106,883

 
$
91,493

 
$
58,058

 
Amortization of step-down in deferred revenue on acquisitions
A
$
3,648

 
$
2,156

 
$
175

 
Non-GAAP Net revenues - Services
 
$
110,531

 
$
93,649

 
$
58,233

 
 
 
 
 
 
 
 
 
GAAP Net revenues
 
$
419,524

 
$
410,704

 
$
283,765

 
Amortization of step-down in deferred revenue on acquisitions
A
5,676

 
4,936

 
175

 
Non-GAAP Net revenues
 
$
425,200

 
$
415,640

 
$
283,940

 
 
 
 
 
 
 
 
 
GAAP Cost of net revenues - System Solutions
 
$
198,752

 
$
227,154

 
$
140,140

 
Stock-based compensation
B
(413
)
 
(457
)
 
(351
)
 
Acquisition related and restructuring costs
A
(10,430
)
 
(25,086
)
 
(26
)
 
Amortization of purchased intangible assets
A
(7,845
)
 
(8,112
)
 
(4,636
)
 
Non-GAAP Cost of net revenues - System Solutions
 
$
180,064

 
$
193,499

 
135,127

 
 
 
 
 
 
 
 
 
GAAP Cost of net revenues - Services
 
$
64,134

 
$
57,488

 
32,134

 
Stock-based compensation
B
(66
)
 
(44
)
 
(47
)
 
Acquisition related and restructuring costs
A
(824
)
 
(881
)
 
5

 
Amortization of purchased intangible assets
A
(641
)
 
(334
)
 
(223
)
 
Non-GAAP Cost of net revenues - Services
 
$
62,603

 
$
56,229

 
$
31,869

 
 
 
 
 
 
 
 
 
GAAP Gross profit - System Solutions
 
$
113,889

 
$
92,057

 
$
85,567

 
Amortization of step-down in deferred revenue on acquisitions
A
2,028

 
2,780

 

 
Stock-based compensation
B
413

 
457

 
351

 
Acquisition related and restructuring costs
A
10,430

 
25,086

 
26

 
Amortization of purchased intangible assets
A
7,845

 
8,112

 
4,636

 
Non-GAAP Gross profit - System Solutions
 
$
134,605

 
$
128,492

 
$
90,580

 
 
 
 
 
 
 
 
 
GAAP System Solutions gross margins
 
36.4
 %
 
28.8
 %
 
37.9
 %
 
Amortization of step-down in deferred revenue on acquisitions as a % of System Solutions net revenues
 
0.6
 %
 
0.9
 %
 
0.0
 %
 
Stock-based compensation as a % of System Solutions net revenues
 
0.1
 %
 
0.1
 %
 
0.2
 %
 
Acquisition related and restructuring costs as a % of System Solutions net revenues
 
3.3
 %
 
7.8
 %
 
 %
 
Amortization of purchased intangible assets as a % of System Solutions net revenues
 
2.5
 %
 
2.5
 %
 
2.1
 %
 
Non-GAAP System Solutions gross margins
 
42.8
 %
 
39.9
 %
 
40.1
 %
 
 
 
 
 
 
 
 
 
GAAP Gross profit - Services
 
$
42,749

 
$
34,005

 
$
25,924

 
Amortization of step-down in deferred revenue on acquisitions
A
3,648

 
2,156

 
175

 
Stock-based compensation
B
66

 
44

 
47

 
Acquisition related and restructuring costs
A
824

 
881

 
(5
)
 
Amortization of purchased intangible assets
A
641

 
334

 
223

 





VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
 
 
For the Three Months Ended
 
 
 
Jan. 31, 2012
 
Oct. 31, 2011
 
Jan. 31, 2011
 
Non-GAAP Gross profit - Services
 
$
47,928

 
$
37,420

 
$
26,364

 
 
 
 
 
 
 
 
 
GAAP Services gross margins
 
40.0
 %
 
37.2
 %
 
44.7
 %
 
Amortization of step-down in deferred revenue on acquisitions as a % of Services net revenues
 
3.4
 %
 
2.4
 %
 
0.3
 %
 
Stock-based compensation as a % of Services net revenues
 
0.1
 %
 
0.0
 %
 
0.1
 %
 
Acquisition related and restructuring costs as a % of Services net revenues
 
0.8
 %
 
1.0
 %
 
0.0
 %
 
Amortization of purchased intangible assets as a % of Services net revenues
 
0.6
 %
 
0.4
 %
 
0.4
 %
 
Non-GAAP Services gross margins
 
43.4
 %
 
40.0
 %
 
45.3
 %
 
 
 
 
 
 
 
 
 
GAAP Gross profit
 
$
156,638

 
$
126,062

 
$
111,491

 
Amortization of step-down in deferred revenue on acquisitions
A
5,676

 
4,936

 
175

 
Stock-based compensation
B
479

 
501

 
398

 
Acquisition related and restructuring costs
A
11,254

 
25,967

 
21

 
Amortization of purchased intangible assets
A
8,486

 
8,446

 
4,859

 
Non-GAAP Gross profit
 
$
182,533

 
$
165,912

 
$
116,944

 
 
 
 
 
 
 
 
 
GAAP Gross margins
 
37.3
 %
 
30.7
 %
 
39.3
 %
 
Amortization of step-down in deferred revenue on acquisitions as a % of net revenues
 
1.4
 %
 
1.2
 %
 
0.1
 %
 
Stock-based compensation as a % of net revenues
 
0.1
 %
 
0.1
 %
 
0.1
 %
 
Acquisition related and restructuring costs as a % of net revenues
 
2.7
 %
 
6.3
 %
 
0.0
 %
 
Amortization of purchased intangible assets as a % of net revenues
 
2.0
 %
 
2.1
 %
 
1.7
 %
 
Non-GAAP Gross margins
 
42.9
 %
 
39.9
 %
 
41.2
 %
 
 
 
 
 
 
 
 
 
GAAP Research and development
 
$
35,079

 
$
34,654

 
$
21,642

 
Stock-based compensation
B
(1,253
)
 
(1,199
)
 
(876
)
 
Acquisition related and restructuring costs
A
(1,859
)
 
(959
)
 
(4
)
 
Non-GAAP Research and development
 
$
31,967

 
$
32,496

 
$
20,762

 
Non-GAAP Research and development as a % of net revenues
 
7.5
 %
 
7.8
 %
 
7.3
 %
 
 
 
 
 
 
 
 
 
GAAP Sales and marketing
 
$
39,986

 
$
46,060

 
$
28,306

 
Stock-based compensation
B
(4,262
)
 
(3,090
)
 
(3,030
)
 
Acquisition related and restructuring costs
A
(820
)
 
(7,079
)
 
(167
)
 
Amortization of purchased intangible assets
A
(3
)
 
(8
)
 

 
Non-GAAP Sales and marketing
 
$
34,901

 
$
35,883

 
$
25,109

 
Non-GAAP Sales and marketing as a % of net revenues
 
8.2
 %
 
8.6
 %
 
8.8
 %
 
 
 
 
 
 
 
 
 
GAAP General and administrative
 
$
59,653

 
$
52,936

 
$
26,332

 
Stock-based compensation
B
(4,710
)
 
(4,246
)
 
(3,138
)
 
Acquisition related and restructuring costs
A
(12,862
)
 
(16,457
)
 
(2,759
)
 
Amortization of purchased intangible assets
A
(13,615
)
 
(8,863
)
 
(2,316
)
 
Non-GAAP General and administrative
 
$
28,466

 
$
23,370

 
$
18,119

 
Non-GAAP General and administrative as a % of net revenues
 
6.7
 %
 
5.6
 %
 
6.4
 %
 
 
 
 
 
 
 
 
 
GAAP Operating expenses
 
$
134,718

 
$
133,650

 
$
76,280

 





VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
 
 
For the Three Months Ended
 
 
 
Jan. 31, 2012
 
Oct. 31, 2011
 
Jan. 31, 2011
 
Stock-based compensation
B
(10,225
)
 
(8,535
)
 
(7,044
)
 
Acquisition related and restructuring costs
A
(15,541
)
 
(24,495
)
 
(2,930
)
 
Amortization of purchased intangible assets
A
(13,618
)
 
(8,871
)
 
(2,316
)
 
Non-GAAP Operating expenses
 
$
95,334

 
$
91,749

 
$
63,990

 
Non-GAAP Operating expenses as a % of net revenues
 
22.4
 %
 
22.1
 %
 
22.5
 %
 
 
 
 
 
 
 
 
 
GAAP Operating income (loss)
 
$
21,920

 
$
(7,588
)
 
$
35,211

 
Amortization of step-down in deferred revenue on acquisitions
A
5,676

 
4,936

 
175

 
Stock-based compensation
B
10,704

 
9,036

 
7,442

 
Acquisition related and restructuring costs
A
26,795

 
50,462

 
2,951

 
Amortization of purchased intangible assets
A
22,104

 
17,317

 
7,175

 
Non-GAAP Operating income
 
$
87,199

 
$
74,163

 
$
52,954

 
 
 
 
 
 
 
 
 
GAAP Operating margin
 
5.2
 %
 
-1.8
 %
 
12.4
 %
 
Amortization of step-down in deferred revenue on acquisitions as a % of net revenues
 
1.4
 %
 
1.2
 %
 
0.1
 %
 
Stock-based compensation as a % of net revenues
 
2.6
 %
 
2.2
 %
 
2.6
 %
 
Acquisition related and restructuring costs as a % of net revenues
 
6.4
 %
 
12.3
 %
 
1.0
 %
 
Amortization of purchased intangible assets as a % of net revenues
 
5.3
 %
 
4.2
 %
 
2.5
 %
 
Non-GAAP Operating margin
 
20.5
 %
 
17.8
 %
 
18.6
 %
 
 
 
 
 
 
 
 
 
GAAP Interest expense
 
$
(14,634
)
 
$
(5,952
)
 
$
(7,570
)
 
Acquisition related and restructuring costs
A
435

 
(1,571
)
 
466

 
Non-cash interest expense
C
6,227

 
4,034

 
3,819

 
Non-GAAP Interest expense
 
$
(7,972
)
 
$
(3,489
)
 
$
(3,285
)
 
 
 
 
 
 
 
 
 
GAAP Interest income
 
$
1,007

 
$
1,546

 
$
283

 
Acquisition related and restructuring costs
A
539

 

 

 
Non-GAAP Interest income
 
$
1,546

 
$
1,546

 
$
283

 
 
 
 
 
 
 
 
 
GAAP Other income (expense), net
 
$
(21,198
)
 
$
5,706

 
$
1,651

 
Acquisition related and restructuring costs
A
19,111

 
(6,735
)
 
(2,178
)
 
Non operating gains
C
48

 
 
 
 
 
Non-GAAP Other income (expense), net
 
$
(2,039
)
 
$
(1,029
)
 
$
(527
)
 
 
 
 
 
 
 
 
 
Non-GAAP Income before income taxes
 
$
78,734

 
$
71,191

 
$
49,425

 
 
 
 
 
 
 
 
 
GAAP Benefit of income taxes
 
$
(9,782
)
 
$
(205,114
)
 
$
(2,456
)
 
Income tax effect of non-GAAP exclusions
C
24,471

 
219,352

 
12,341

 
Non-GAAP Provision for income taxes
 
$
14,689

 
$
14,238

 
$
9,885

 
Non-GAAP Income tax rate
 
18.7
 %
 
20.0
 %
 
20.0
 %
 
 
 
 
 
 
 
 
 
GAAP Net income (loss)
 
$
(3,123
)
 
$
198,826

 
$
32,031

 
Amortization of step-down in deferred revenue on acquisitions
A
5,676

 
4,936

 
175

 
Stock-based compensation
B
10,704

 
9,036

 
7,442

 





VERIFONE SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
 
 
For the Three Months Ended
 
 
 
Jan. 31, 2012
 
Oct. 31, 2011
 
Jan. 31, 2011
 
Acquisition related and restructuring costs
A
46,880

 
42,156

 
1,239

 
Amortization of purchased intangible assets
A
22,104

 
17,317

 
7,175

 
Non-cash interest expense
C
6,227

 
4,034

 
3,819

 
Non-operating gains
C
48

 

 

 
Income tax effect of non-GAAP exclusions
C
(24,471
)
 
(219,352
)
 
(12,341
)
 
Total Non-GAAP Net income
 
$
64,045

 
$
56,953

 
$
39,540

 
 
 
 
 
 
 
 
 
Non-GAAP Net income per share:
 
 
 
 
 
 
 
Basic
D
$
0.61

 
$
0.53

 
$
0.43

 
Diluted
D
$
0.58

 
$
0.53

 
$
0.43

 
 
 
 
 
 
 
 
 
Weighted average shares used in computing net income (loss) per share:
 
 
 
 
 
 
 
GAAP basic shares
 
105,833

 
104,497

 
87,090

 
GAAP diluted shares
 
105,833

 
108,339

 
91,321

 
Additional shares dilutive for non-GAAP net income
 
3,728

 

 

 
Non-GAAP diluted shares
D
109,561

 
108,339

 
91,321

 
 
 
 
 
 
 
 
 
GAAP Net income as a % of net revenues
 
-0.7
 %
 
48.4
 %
 
11.3
 %
 
Amortization of step-down in deferred revenue on acquisitions as a % of net revenues
 
1.4
 %
 
1.2
 %
 
0.1
 %
 
Stock-based compensation as a % of net revenues
 
2.6
 %
 
2.2
 %
 
2.6
 %
 
Acquisition related and restructuring costs as a % of net revenues
 
11.2
 %
 
10.3
 %
 
0.4
 %
 
Amortization of purchased intangible assets as a % of net revenues
 
5.3
 %
 
4.2
 %
 
2.5
 %
 
Non-cash interest expense as a % of net revenues
 
1.5
 %
 
1.0
 %
 
1.3
 %
 
Non-operating gains
 
0.0
 %
 
0.0
 %
 
0.0
 %
 
Income tax effect of non-GAAP exclusions as a % of net revenues
 
-5.8
 %
 
-53.4
 %
 
-4.3
 %
 
Total Non-GAAP Net income as a % of non-GAAP net revenues
 
15.1
 %
 
13.7
 %
 
13.9
 %