Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - VERIFONE SYSTEMS, INC. | ex991q32016pressrelease.htm |
| 8-K - 8-K - VERIFONE SYSTEMS, INC. | form8-kitems202901912016.htm |
September 1, 2016
Q3 FY16 Financial Results
1
Exhibit 99.2
Forward-looking statements
Today’s discussion may include “forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such
statements relate to future events and expectations
and involve known and unknown risks and
uncertainties. Verifone’s actual results or actions
may differ materially from those projected in the
forward-looking statements. For a summary of the
specific risk factors that could cause results to differ
materially from those expressed in the forward-
looking statements, please refer to Verifone’s filings
with the Securities and Exchange Commission,
including its annual report on Form 10-K and
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
Non-GAAP Financial Measures
With respect to any Non-GAAP financial measures
presented in the information, reconciliations of Non-
GAAP to GAAP financial measures may be found in
Verifone’s quarterly earnings release as filed with the
Securities and Exchange Commission as well as the
Appendix to these slides. 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. 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.
2
Business Update
Paul Galant, CEO
Financial Update
Marc Rothman, CFO
Q & A
3
Paul Galant, CEO
Marc Rothman, CFO
Vin D’Agostino, EVP of Services
Jennifer Miles, President of North America
Q3 FY16 Headlines Q4 FY16 Outlook
• Situations in Turkey & Latin America may
persist
• EMV bottleneck in US remains severe
impediment
• SMB deployments continue to trend below
expectations
• Challenging quarter
• Two key factors impacted revenue
o Geopolitical events in Turkey
o Economic conditions in Latin America
• Results
o Optimized cost structure
o Exceeded EPS target
4
Good Progress on New Products and Services
EngagemPOS Carbon
• e355 certified in 17 of
our top 25 markets
• e265 certified in 8 of
our top 25 markets
• Launches in US,
France, Latin America
• Engage has begun
shipping to Asia
• Engage to ramp up in
other key markets
throughout FY17
• Several acquirers and
banks committed to pilot
Carbon, our new
integrated POS solution
• Carbon will help drive
more annuity-based
revenue
5
Exceeded $200M in Quarterly Services Revenue
Verifone Services
• Services revenue grew
13% YoY in Q3 FY16
• Devices deployed on U.S.
Payment as a Service
platform grew ~45%
• InterCard acquisition in
Germany enabled us to start
payment services with several
major companies
• Executed new Device
Services contract in Brazil
with large acquirer
• Collaboration with Visa to
accelerate US EMV
adoption
• Held first Appathon for our
Commerce Platform and
App Marketplace
6
Non-GAAP Financial Results
* Net Income = Net Income attributable to VeriFone Systems, Inc. stockholders
* Operating Cash Flow = GAAP net cash provided by operating activities
* Reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section
Q3 16
$ in million, except EPS Q3 15 Q2 16 Q3 16 % SEQ % YoY
Net Revenues 510 532 493 (7)% (3)%
Gross Margin 213 226 208 (8)% (2)%
% of Revenue 41.7% 42.4% 42.2% (0.2)pts 0.5pts
Operating Income 72 72 65 (10)% (9)%
% of Revenue 14.0% 13.6% 13.2% (0.4)pts (0.8)pts
Net Income* 54 52 46 (11)% (15)%
EPS 0.47 0.47 0.42 (11)% (11)%
Operating Cash Flow* 71 51 13 (75)% (82)%
Free Cash Flow* 42 23 (11) (149)% (127)%
7
Non-GAAP Revenue & Gross Margin*
Business Units
* A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section
$ in million Q3 15 Q2 16 Q3 16
Systems 333 342 292
Services 177 190 201
Total Net Revenue 510 532 493
Services, % of Net Revenue 35% 36% 41%
As a % of Revenue Q3 15 Q2 16 Q3 16
Systems 41.1% 42.3% 41.4%
Services 42.9% 42.7% 43.5%
Gross Margin % 41.7% 42.4% 42.2%
8
$49M
10%
Non-GAAP Operating Expenses*
$52M
10%
$50M
10%
$50M
10%
$54M
10%
$49M
10%
$42M
8%
$48M
9%
$44M
9%
$141M
27.7%
$154M
28.9%
$143M
29.1%
Q315 Q216 Q316
* A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section
Research & Development Sales & Marketing General & Administrative
9
Non-GAAP Revenue*
Geography
Q3 16
$ in million Q3 15 Q2 16 Q3 16
% SEQ
Inc(Dec)
% YoY
Inc(Dec)
Organic YoY
Growth
Organic YoY
Constant
Currency
Growth
North America 209 215 196 (9)% (6)% (9)% (9)%
% of Revenue 41% 41% 40%
Latin America 74 70 55 (21)% (25)% (25)% (17)%
% of Revenue 14% 13% 11%
EMEA 173 197 190 (4)% 10% 1% 4%
% of Revenue 34% 37% 39%
Asia 55 50 52 3% (6)% (6)% (2)%
% of Revenue 11% 9% 10%
TOTAL 510 532 493 (7)% (3)% (8)% (5)%
* A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section
10
Cash & Debt*
Debt Statistics
As of July 31, 2016
Short Term
Long Term
Outstanding
$66M
$908M
$974M
Credit Ratings
S&P
Moody’s
BB
Ba2
* Debt issuance costs are reflected as a reduction of
gross debt due to newly issued accounting principles
924 883 863 843 814 799
933 955 974
Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316
Gross Debt, $M
264
250 241 234 242
209
186
157 157
Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316
Total Cash, $M
660 633 622 609
572 590
747
798 817
Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316
Net Debt, $M
11
Balance Sheet & Working Capital Metrics
$M Q315 Q216 Q316
$ Days $ Days $ Days
Accounts Receivables, net 322 57 397 67 370 68
Inventories 122 38 155 43 183 53
Accounts Payable 150 45 217 64 192 61
Cash Conversion Cycle 49 46 60
Accounts Receivable Days is calculated as Accounts Receivable, net divided by Non-GAAP Total Net Revenues multiplied by 90 days
Inventory Days is calculated as Average Inventory divided by Non-GAAP Total Cost of Net Revenues multiplied by 90 days
Accounts Payable Days is calculated as Accounts Payable divided by Non-GAAP Total Cost of Net Revenues multiplied by 90 days
Cash Conversion Cycle is calculated as Accounts Receivable Days plus Inventory Days less Accounts Payable Days
A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section 12
Cash Flow*
$13M
Operating cash flow
$(11)M
Free cash flow
$24M
CapEx
* Operating Cash Flow = GAAP net cash provided by operating activities. Free Cash Flow is a non-GAAP financial measure
A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section
59
52
41
56
71
81
63
51
13
Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316
Operating Cash Flow, $M
38
29
22
27
42
52
33
23
-11
Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316
Free Cash Flow, $M
13
Q4 and Full Year 2016 Guidance*
Non-GAAP Net Revenues
Non-GAAP EPS
Non-GAAP Effective Tax Rate
Non-GAAP Fully Diluted Shares
Non-GAAP Operating Margin
Free Cash Flow
Capital expenditure
$460M
$0.28 - $0.29
14.5%
~111M
10.8%
$25M - $30M
Q4 16
$2.0B
$1.64 - $1.65
14.5%
~111M
13.0%
$70M - $75M
$105M
Full Year FY16
* A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section
Full Year FY16
▷ Organic growth of (4%) on a reported basis
▷ Organic growth flat on a constant currency basis
▷ Total growth of 4% on a constant currency basis, including acquisitions
14
Q & A
15
Appendix
16
Reconciliation of GAAP to Non-GAAP Key
Metrics Q316
17
(In millions, except per share data and percentages)
Note
Net revenues Gross margin
Gross margin
percentage
Operating
income (loss)
Income tax
provision
Net income
(loss)
attributable to
VeriFone
Systems, Inc.
stockholders
Three Months Ended July 31, 2016
GAAP $ 488.1 $ 191.1 39.2% $ (22.3) $ 0.3 $ (31.1)
Adjustments:
Amortization of step-down deferred services net revenues
and associated costs of goods sold at acquisition A 4.5 3.1 3.1 — 3.1
Amortization of purchased intangible assets D — 3.9 28.2 — 28.2
Other merger and acquisition related expenses D — — 1.0 — (1.1)
Stock based compensation E — 0.9 10.8 — 10.8
Restructuring and related charges F — 5.2 38.9 — 38.9
Other charges and income F — 3.8 5.2 — 5.2
Income tax effect of non-GAAP exclusions G — — — 7.7 (7.7)
Non-GAAP $ 492.6 $ 208.0 42.2% $ 64.9 $ 8.0 $ 46.3
Weighted average number of
shares used in computing net
income (loss) per share:
Net income (loss) per share
attributable to VeriFone Systems,
Inc. stockholders (1)
Basic Diluted Basic Diluted
GAAP 110.7 110.7 $ (0.28) $ (0.28)
Adjustment for diluted shares H — 0.7
Non-GAAP 110.7 111.4 $ 0.42 $ 0.42
(1) Net income per share is calculated by dividing the Net income attributable to VeriFone Systems, Inc. stockholders by the Weighted average number of shares.
THIS FOOTNOTE MAINTAINED BY WHITNEY ON HER VERSION. PLEASE REVIEW THERE.
Reconciliation of GAAP to Non-GAAP Key
Metrics Q216
18
(In millions, except per share data and percentages)
Note
Net revenues Gross margin
Gross margin
percentage
Operating
income (loss)
Income tax
provision
Net income
attributable to
VeriFone
Systems, Inc.
stockholders
Three Months Ended April 30, 2016
GAAP $ 526.3 $ 210.4 40.0% $ 19.8 $ 3.1 $ 2.9
Adjustments:
Amortization of step-down deferred services net revenues
and associated costs of goods sold at acquisition A 6.1 4.4 4.4 — 4.4
Amortization of purchased intangible assets D — 3.8 25.8 — 25.8
Other merger and acquisition related expenses D — — 1.6 — 2.9
Stock based compensation E — 0.8 11.6 — 11.6
Restructuring and related charges F — — 0.6 — 0.6
Other charges and income F — 6.6 8.4 — 9.5
Income tax effect of non-GAAP exclusions G — — — 5.8 (5.8)
Non-GAAP $ 532.4 $ 226.0 42.4% $ 72.2 $ 8.9 $ 51.9
Weighted average number of
shares used in computing net
income per share:
Net income per share attributable
to VeriFone Systems, Inc.
stockholders (1)
Basic Diluted Basic Diluted
GAAP 110.3 111.3 $ 0.03 $ 0.03
Non-GAAP 110.3 111.3 $ 0.47 $ 0.47
(1) Net income per share is calculated by dividing the Net income attributable to VeriFone Systems, Inc. stockholders by the Weighted average number of shares.
THIS FOOTNOTE MAINTAINED BY WHITNEY ON HER VERSION. PLEASE REVIEW THERE.
Reconciliation of GAAP to Non-GAAP Key
Metrics Q315
19
(In millions, except per share data and percentages)
Note
Net revenues Gross margin
Gross margin
percentage
Operating
income
Income tax
provision
(benefit)
Net income
attributable to
VeriFone
Systems, Inc.
stockholders
Three Months Ended July 31, 2015
GAAP $ 509.9 $ 206.5 40.5% $ 20.3 $ 1.4 $ 9.5
Adjustments:
Amortization of step-down in deferred services net
revenues at acquisition A 0.1 0.1 0.1 — 0.1
Amortization of purchased intangible assets D — 4.5 24.5 — 24.5
Other merger and acquisition related expenses D — 0.5 1.7 — 3.2
Stock based compensation E — 0.4 11.2 — 11.2
Restructuring and related charges F — 0.2 6.0 — 6.0
Other charges and income F — 0.5 7.7 — 7.7
Income tax effect of non-GAAP exclusions G — — — 7.9 (7.9)
Non-GAAP $ 510.0 $ 212.7 41.7% $ 71.5 $ 9.3 $ 54.3
Weighted average number of
shares used in computing net
income per share:
Net income per share attributable
to VeriFone Systems, Inc.
stockholders (1)
Basic Diluted Basic Diluted
GAAP 114.4 116.4 $ 0.08 $ 0.08
Non-GAAP 114.4 116.4 $ 0.47 $ 0.47
(1) Net income per share is calculated by dividing the Net income attributable to VeriFone Systems, Inc. stockholders by the Weighted average number of shares.
THIS FOOTNOTE MAINTAINED BY WHITNEY ON HER VERSION. PLEASE REVIEW THERE.
Reconciliation of GAAP to Non-GAAP Gross Margin
20
(In millions, except percentages)
Note
Systems net
revenues
Services net
revenues
Total net
revenues
Total cost of
net revenues
Systems gross
margin
Services gross
margin
Total gross
margin
Three Months Ended July 31, 2016
GAAP $ 292.1 $ 196.0 $ 488.1 $ 297.0 $ 116.4 $ 74.7 $ 191.1
Amortization of step-down deferred services net
revenues and associated costs of goods sold at
acquisition A — 4.5 4.5 1.4 — 3.1 3.1
Merger and acquisition related D,F — — — (3.9) 2.2 1.7 3.9
Stock based compensation E — — — (0.9) 0.6 0.3 0.9
Restructuring and related charges F — — — (5.2) 1.3 3.9 5.2
Other charges and income F — — — (3.8) 0.3 3.5 3.8
Non-GAAP $ 292.1 $ 200.5 $ 492.6 $ 284.6 $ 120.8 $ 87.2 $ 208.0
Percentage of Non-GAAP net revenues 59.3% 40.7% 57.8% 41.4% 43.5% 42.2%
Three Months Ended April 30, 2016
GAAP $ 342.5 $ 183.8 $ 526.3 $ 315.9 $ 142.0 $ 68.4 $ 210.4
Amortization of step-down deferred services net
revenues and associated costs of goods sold at
acquisition A — 6.1 6.1 1.7 — 4.4 4.4
Merger and acquisition related D,F — — — (3.8) 2.2 1.6 3.8
Stock based compensation E — — — (0.8) 0.5 0.3 0.8
Restructuring and related charges F — — — — — — —
Other charges and income F — — — (6.6) 0.3 6.3 6.6
Non-GAAP $ 342.5 $ 189.9 $ 532.4 $ 306.4 $ 145.0 $ 81.0 $ 226.0
Percentage of Non-GAAP net revenues 64.3% 35.7% 57.6% 42.3% 42.7% 42.4%
Three Months Ended July 31, 2015
GAAP $ 333.0 $ 176.9 $ 509.9 $ 303.4 $ 131.8 $ 74.7 $ 206.5
Amortization of step-down in deferred services net
revenues at acquisition A — 0.1 0.1 — — 0.1 0.1
Merger and acquisition related D,F — — — (5.0) 4.2 0.8 5.0
Stock based compensation E — — — (0.4) 0.3 0.1 0.4
Restructuring and related charges F — — — (0.2) 0.2 — 0.2
Other charges and income F — — — (0.5) 0.2 0.3 0.5
Non-GAAP $ 333.0 $ 177.0 $ 510.0 $ 297.3 $ 136.7 $ 76.0 $ 212.7
Percentage of Non-GAAP net revenues 65.3% 34.7% 58.3% 41.1% 42.9% 41.7%
Reconciliation of GAAP to Non-GAAP
Operating Expenses
21
(In millions, except percentages)
Note
Research and
development
Sales and
marketing
General and
administrative
Total
Three Months Ended July 31, 2016
GAAP $ 52.4 $ 52.8 $ 49.7 $ 154.9
Merger and acquisition related D,F — — (0.9) (0.9)
Stock based compensation E (1.9) (3.2) (4.9) (10.0)
Other charges and income F (0.5) (0.4) — (0.9)
Non-GAAP $ 50.0 $ 49.2 $ 43.9 $ 143.1
As a percentage of total Non-GAAP net revenues 10% 10% 9% 29%
Three Months Ended April 30, 2016
GAAP $ 54.1 $ 59.0 $ 54.9 $ 168.0
Merger and acquisition related D,F — — (1.6) (1.6)
Stock based compensation E (1.9) (3.8) (5.0) (10.7)
Other charges and income F (0.3) (0.8) (0.8) (1.9)
Non-GAAP $ 51.9 $ 54.4 $ 47.5 $ 153.8
As a percentage of total Non-GAAP net revenues 10% 10% 9% 29%
Three Months Ended July 31, 2015
GAAP $ 50.8 $ 55.5 $ 54.1 $ 160.4
Merger and acquisition related D,F — — (1.3) (1.3)
Stock based compensation E (1.7) (4.7) (4.4) (10.8)
Other charges and income F — (0.9) (6.3) (7.2)
Non-GAAP $ 49.1 $ 49.9 $ 42.1 $ 141.1
As a percentage of total Non-GAAP net revenues 10% 10% 8% 28%
THIS FOOTNOTE MAINTAINED BY WHITNEY ON HER VERSION. PLEASE REVIEW THERE.
Reconciliation of GAAP to Non-GAAP Net Revenues
22
$ in millions GAAP net
revenues
Amortization of
step-down in
deferred revenue
at acquisition
Non-GAAP net
revenues
Net revenues
from businesses
acquired in the
past 12 months
Non-GAAP
organic net
revenues
Constant
currency
adjustment
Non-GAAP net
revenues at
constant
currency
Note (A) (A) (B) (B) (C) (C)
Three Months Ended July 31, 2016
North America $ 191.5 $ 4.5 $ 196.0 $ (7.1) $ 188.9 $ 0.3 $ 189.2
Latin America 55.1 — 55.1 — 55.1 6.1 61.2
EMEA 190.0 — 190.0 (15.7) 174.3 4.6 178.9
Asia-Pacific 51.5 — 51.5 — 51.5 2.2 53.7
Total $ 488.1 $ 4.5 $ 492.6 $ (22.8) $ 469.8 $ 13.2 $ 483.0
Three Months Ended April 30, 2016
North America $ 209.3 $ 6.1 $ 215.4 $ (7.7) $ 207.7
Latin America 69.8 — 69.8 — 69.8
EMEA 197.0 — 197.0 (16.9) 180.1
Asia-Pacific 50.2 — 50.2 — 50.2
Total $ 526.3 $ 6.1 $ 532.4 $ (24.6) $ 507.8
Three Months Ended July 31, 2015
North America $ 208.6 $ — $ 208.6 $ — $ 208.6
Latin America 73.7 — 73.7 — 73.7
EMEA 172.6 0.1 172.7 (0.1) 172.6
Asia-Pacific 55.0 — 55.0 — 55.0
Total $ 509.9 $ 0.1 $ 510.0 $ (0.1) $ 509.9
THIS FOOTNOTE MAINTAINED BY WHITNEY ON HER VERSION. PLEASE REVIEW THERE.
Reconciliation of operating cash flow to free cash flow
23
Three Months Ended
$ in millions
Note
July 31,
2016
April 30,
2016
January 31,
2016
October 31,
2015
Free Cash Flow
GAAP net cash provided by operating activities I $ 12.6 $ 50.9 $ 63.2 $ 80.5
Less: GAAP capital expenditures I (23.9) (27.8) (30.6) (28.0)
Free cash flow I $ (11.3) $ 23.1 $ 32.6 $ 52.5
Three Months Ended
July 31,
2015
January 31,
2015
October 31,
2014
July 31,
2014
Free Cash Flow
GAAP net cash provided by operating activities I $ 71.4 $ 56.3 $ 41.1 $ 51.6
Less: GAAP capital expenditures I (29.6) (29.3) (19.6) (22.2)
Free cash flow I $ 41.8 $ 27.0 $ 21.5 $ 29.4
Three Months Ended
July 31,
2014
April 30,
2014
January 31,
2014
October 31,
2013
Free Cash Flow
GAAP net cash provided by operating activities I $ 58.9 $ 56.5 $ 31.9 $ 54.9
Less: GAAP capital expenditures I (20.9) (21.0) (20.9) (17.2)
Free cash flow I $ 38.0 $ 35.5 $ 11.0 $ 37.7
THIS FOOTNOTE MAINTAINED BY WHITNEY ON HER VERSION. PLEASE REVIEW THERE.
Explanatory Notes to reconciliations of
GAAP to non-GAAP items
24
Note A: Non-GAAP net revenues, costs of goods sold and gross margin. Non-GAAP net revenues exclude the fair value decrease (step-down) in deferred revenue at acquisition. Non-GAAP costs of goods sold
exclude the costs of goods associated with the fair value decrease (step-down) in deferred revenue at acquisition. Although the step-down of deferred revenue fair value at acquisition and associated costs
of goods sold are reflected in our GAAP financial statements, they result in net revenues and gross margins immediately post-acquisition that are lower than net revenues and gross margins that would be
recognized in accordance with GAAP on those same services if they were sold under contracts entered into post-acquisition. We adjust the step-down to achieve comparability to net revenues and gross
margins of the acquired entity earned pre-acquisition and to our GAAP net revenues and gross margins to be earned on contracts sold in future periods. These non-GAAP net revenues, costs of goods sold
and gross margin amounts are not intended to be a substitute for our GAAP disclosures of net revenues, costs of goods sold and gross margin, and should be read together with our GAAP disclosures.
Note B: Non-GAAP organic net revenues. "Non-GAAP organic net revenues" is a non-GAAP financial measure of net revenues excluding "net revenues from businesses acquired in the past 12 months" (as
defined below). Verifone determines non-GAAP organic net revenues by deducting net revenues from businesses acquired in the past 12 months from non-GAAP net revenues. This non-GAAP measure
is used to evaluate Verifone net revenues without the impact of net revenues from acquired businesses, as Verifone analyzes performance both with and without the impact of our recent acquisitions.
Net revenues from businesses acquired in the past 12 months consists of net revenues derived from the sales channels of acquired resellers and distributors, and net revenues from Systems and Services
attributable to businesses acquired in the 12 months preceding the respective financial quarter(s). For acquisitions of small businesses that are integrated within a relatively short time after the close of the
acquisition, we assume quarterly net revenues attributable to such acquired businesses during the 12 months following acquisition remain at the same level as in the first full quarter after the acquisition
closed. During periods prior to our acquisition of former customers, net revenues from businesses acquired in the past 12 months consists of sales by Verifone to that former customer for that period.
Note C: Non-GAAP net revenues at constant currency. Verifone determines non-GAAP net revenues at constant currency by recomputing non-GAAP net revenues denominated in currencies other than U.S.
Dollars in the current fiscal period using average exchange rates for that particular currency during the corresponding financial period of the prior year. Verifone uses this non-GAAP measure to evaluate
performance on a comparable basis excluding the impact of foreign currency fluctuations.
Note D: Merger and Acquisition Related. Verifone adjusts certain revenues and expenses for items that are the result of merger and acquisitions. Acquisition related adjustments include the amortization of
intangible assets, fixed asset fair value adjustments, contingent consideration adjustments, incremental costs associated with acquisitions, acquisition integration expenses and changes in estimate on
contingencies that existed at the time of acquisition.
Note E: Stock-Based Compensation. Our non-GAAP financial measures eliminate the effect of expense for stock-based compensation.
Note F: Other Charges and Income (Loss). Verifone excludes certain expenses, other income (expense) and losses that are the result of unique or unplanned events, such as certain costs incurred in connection
with senior executive management changes, certain personnel and outside professional service fees incurred on initiatives to transform, streamline and centralize our global operations, restructuring and
related charges, including restructure costs, write down of assets held for sale, and charges for costs to terminate a contract related to a service we will no longer offer in Turkey, as well as losses related to
certain exit activities initiated as part of our strategic review of under-performing businesses and global transformation initiatives, foreign exchange losses related to obligations denominated in currencies
of highly inflationary economies, and costs associated with litigation and other loss contingencies, penalties and settlements.
Note G: Income Tax Effect of Non-GAAP exclusions. Income taxes are adjusted for the tax effect of the adjusting items related to our non-GAAP financial measures and to reflect our medium to long term
estimate of cash taxes on a non-GAAP basis. Under GAAP our Income tax provision as a percentage of Income before income taxes was 0.9% for the fiscal quarter ended July 31, 2016, 48.0% for the
fiscal quarter ended April 30, 2016, and 12.6% for the fiscal quarter ended July 31, 2015. For non-GAAP purposes, we used a 14.5% rate for all periods presented.
Note H: Non-GAAP diluted shares. Diluted non-GAAP weighted average shares include additional shares that are dilutive for non-GAAP computations of earnings per share in periods when we have a non-GAAP
net income and a GAAP basis net loss.
Note I: Free Cash Flow. Verifone determines free cash flow as net cash provided by operating activities less capital expenditures.