Form 8-K VERIFONE SYSTEMS, INC. For: Jun 07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2016
VERIFONE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32465
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
04-3692546
(IRS Employer Identification No.)
88 West Plumeria Drive
San Jose, CA 95134
(Address of principal executive offices, including zip code)
408-232-7800
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On June 7, 2016, VeriFone Systems, Inc. (the "Company") announced its financial results for the fiscal quarter year ended April 30, 2016. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
During the Company's conference call and webcast to report these financial results on June 7, 2016, the Company will present certain supplemental financial information regarding its financial results for the fiscal quarter ended April 30, 2016. A copy of this supplemental financial information is attached hereto as Exhibit 99.2 and is incorporated herein by reference. This information is also available on the Company's investor relations website at http://ir.verifone.com.
The information in this Form 8-K provided under Item 2.02 and Exhibits 99.1 and 99.2 attached hereto are furnished to, but shall not be deemed filed with, the Securities and Exchange Commission or incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press release, dated June 7, 2016, titled "Verifone Reports Results for the Second Quarter of Fiscal 2016"
99.2 Financial Results for the Second Quarter Ended April 30, 2016 – Supplemental Financial Information
SIGNATURES
Pursuant to 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 hereunto duly authorized.
VERIFONE SYSTEMS, INC. | |
Date: June 7, 2016 | By: /s/ Albert Liu Name: Albert Liu Title: Executive Vice President, Corporate Development and General Counsel |
EXHIBIT INDEX
Exhibit No. Description
99.1 | Press release, dated June 7, 2016, titled "Verifone Reports Results for the Second Quarter Fiscal 2016" |
99.2 | Financial Results for the Second Quarter Ended April 30, 2016 – Supplemental Financial Information |
Exhibit 99.1
Verifone Reports Results for the Second Quarter of Fiscal 2016
SAN JOSE, Calif. - (BUSINESS WIRE) - Verifone (NYSE: PAY), a world leader in payments and commerce solutions, today announced financial results for the three months ended April 30, 2016.
Second Quarter Financial Highlights
• | GAAP net revenues of $526 million and Non-GAAP net revenues of $532 million |
• | GAAP net income per diluted share of $0.03 |
• | Non-GAAP net income per diluted share of $0.47 |
• | Operating cash flow of $51 million |
“Q2 was a mixed quarter for Verifone as we grew our business, but experienced several difficult market dynamics,” said Paul Galant, Chief Executive Officer of Verifone. “As a result, it is necessary for us to adjust for these risks and update our outlook for FY16 to $2.100 billion dollars of revenue and $1.85 of earnings per share. We are aggressively executing mitigating actions including a headcount restructuring and a review of underperforming businesses. At the same time, we remain committed to executing our strategy in a disciplined manner, and continue to make progress in bringing our next generation devices to market and launching our services platform.”
(UNAUDITED, IN MILLIONS, EXCEPT PER SHARE AND PERCENTAGES) | |||||||||||||||||||||
Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||
2016 | 2015 | Change | 2016 | 2015 | Change | ||||||||||||||||
GAAP: | |||||||||||||||||||||
Net revenues | $ | 526 | $ | 490 | 7.4% | $ | 1,040 | $ | 976 | 6.5% | |||||||||||
Gross margin as a % of net revenues | 40.0 | % | 41.6 | % | (1.6) pts | 40.9 | % | 41.3 | % | (0.4) pts | |||||||||||
Net income per diluted share | $ | 0.03 | $ | 0.15 | (80.0)% | $ | 0.24 | $ | 0.27 | (11.1)% | |||||||||||
Non-GAAP (1): | |||||||||||||||||||||
Net revenues | $ | 532 | $ | 490 | 8.6% | $ | 1,046 | $ | 977 | 7.0% | |||||||||||
Gross margin as a % of net revenues | 42.4 | % | 42.8 | % | (0.4) pts | 42.6 | % | 42.6 | % | — | |||||||||||
Net income per diluted share | $ | 0.47 | $ | 0.44 | 6.8% | $ | 0.94 | $ | 0.88 | 6.8% | |||||||||||
(1) Reconciliations for the non-GAAP measures are provided at the end of this press release.
Third Quarter and Fiscal Year 2016 Outlook
Guidance for the third fiscal quarter of 2016 is as follows:
• | Non-GAAP net revenues of $515 million |
• | Non-GAAP net income per diluted share of $0.40 |
Guidance for the full fiscal year 2016 is as follows:
• | Non-GAAP net revenues of $2.100 billion |
• | Non-GAAP net income per diluted share of $1.85 |
Restructuring Initiatives
Verifone is currently conducting a disciplined strategic review to address underperforming businesses and reduce overall operating expense levels. In connection with these plans the company intends to reduce headcount and estimates that these activities in total will generate approximately $30 million of savings in 2017.
Conference Call
Verifone will hold its earnings conference call today, June 7th, at 1:30 pm (PT) / 4.30pm (ET). To listen to the call and view the slides, visit Verifone’s website http://ir.verifone.com. The recorded audio webcast will be available on Verifone's website until June 30, 2016.
About Verifone
Verifone is transforming everyday transactions into opportunities for connected commerce. We’re connecting payment devices to the cloud, merging the online and in-store shopping experience and creating the next generation of digital engagement between merchants and consumers. We are built on a 30-year history of uncompromised security with approximately 29 million devices and terminals deployed worldwide. Our people are known as trusted experts that work with our clients and partners, helping to solve their most complex payments challenges. We have clients and partners in more than 150 countries, including the world’s best-known retail brands, financial institutions and payment providers.
Verifone.com | (NYSE: PAY) | @verifone
Additional Resources:
http://ir.verifone.com
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 on currently available competitive, financial and economic data 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., including many factors beyond our control. These risks and uncertainties include, but are not limited to, those associated with: execution of our strategic plan and business and operational initiatives, including whether the expected benefits of our plan and initiatives are achieved within expected timeframes or at all, short product cycles and rapidly changing technologies, our ability to maintain competitive leadership position with respect to our payment solution offerings, our dependence on a limited number of customers, the conduct of our business and operations internationally, including the complexity of compliance with international laws and regulations and risks related to adverse regulatory actions, including tax-related audits and assessments, our ability to protect our computer systems and networks from fraud, cyber-attacks or security breaches, our assumptions, judgments and estimates regarding the impact on our business of political instability in markets where we conduct business, uncertainty in the global economic environment and financial markets, the status of our relationships with and condition of third parties such as our contract manufacturers, key customers, distributors and key suppliers upon whom we rely in the conduct of our business, our ability to effectively integrate the businesses we acquire and to achieve the expected benefits of such acquisitions, our ability to effectively hedge our exposure to foreign currency exchange rate fluctuations, and our dependence on a limited number of key employees. For a further list and description of the risks and uncertainties affecting the operations of our business, 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. The forward-looking statements speak only as of the date such statements are made. 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.
VERIFONE SYSTEMS, INC. | ||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||||||||
(UNAUDITED, IN MILLIONS, EXCEPT PER SHARE DATA AND PERCENTAGES) | ||||||||||||||||||||||||
Three Months Ended April 30, | Six Months Ended April 30, | |||||||||||||||||||||||
2016 | 2015 | % Change (1) | 2016 | 2015 | % Change (1) | |||||||||||||||||||
Net revenues: | ||||||||||||||||||||||||
Systems | $ | 342.5 | $ | 324.3 | 5.6 | % | $ | 680.0 | $ | 637.7 | 6.6 | % | ||||||||||||
Services | 183.8 | 165.8 | 10.9 | % | 359.8 | 338.7 | 6.2 | % | ||||||||||||||||
Total net revenues | 526.3 | 490.1 | 7.4 | % | 1,039.8 | 976.4 | 6.5 | % | ||||||||||||||||
Cost of net revenues: | ||||||||||||||||||||||||
Systems | 200.5 | 189.0 | 6.1 | % | 395.3 | 374.6 | 5.5 | % | ||||||||||||||||
Services | 115.4 | 97.2 | 18.7 | % | 218.8 | 198.7 | 10.1 | % | ||||||||||||||||
Total cost of net revenues | 315.9 | 286.2 | 10.4 | % | 614.1 | 573.3 | 7.1 | % | ||||||||||||||||
Total gross margin | 210.4 | 203.9 | 3.2 | % | 425.7 | 403.1 | 5.6 | % | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Research and development | 54.7 | 47.6 | 14.9 | % | 106.4 | 96.5 | 10.3 | % | ||||||||||||||||
Sales and marketing | 59.0 | 55.3 | 6.7 | % | 114.0 | 112.8 | 1.1 | % | ||||||||||||||||
General and administrative | 54.9 | 49.5 | 10.9 | % | 107.7 | 96.8 | 11.3 | % | ||||||||||||||||
Litigation settlement and loss contingency expense | — | 1.2 | nm | — | 1.2 | nm | ||||||||||||||||||
Amortization of purchased intangible assets | 22.0 | 20.6 | 6.8 | % | 41.6 | 42.9 | (3.0 | )% | ||||||||||||||||
Total operating expenses | 190.6 | 174.2 | 9.4 | % | 369.7 | 350.2 | 5.6 | % | ||||||||||||||||
Operating income | 19.8 | 29.7 | (33.3 | )% | 56.0 | 52.9 | 5.9 | % | ||||||||||||||||
Interest expense, net | (8.6 | ) | (7.4 | ) | 16.2 | % | (16.8 | ) | (15.3 | ) | 9.8 | % | ||||||||||||
Other income (expense), net | (4.8 | ) | (3.2 | ) | nm | (7.0 | ) | (3.0 | ) | nm | ||||||||||||||
Income before income taxes | 6.4 | 19.1 | (66.0 | )% | 32.2 | 34.6 | (6.9 | )% | ||||||||||||||||
Income tax provision | 3.1 | 1.4 | 121.4 | % | 5.1 | 2.8 | 82.1 | % | ||||||||||||||||
Consolidated net income | 3.3 | 17.7 | (81.4 | )% | 27.1 | 31.8 | (14.8 | )% | ||||||||||||||||
Net income attributable to noncontrolling interests | (0.4 | ) | (0.1 | ) | 300.0 | % | (0.7 | ) | (0.4 | ) | 75.0 | % | ||||||||||||
Net income attributable to VeriFone Systems, Inc. stockholders | $ | 2.9 | $ | 17.6 | (83.5 | )% | $ | 26.4 | $ | 31.4 | (15.9 | )% | ||||||||||||
Net income per share attributable to VeriFone Systems, Inc. stockholders: | ||||||||||||||||||||||||
Basic | $ | 0.03 | $ | 0.15 | $ | 0.24 | $ | 0.28 | ||||||||||||||||
Diluted | $ | 0.03 | $ | 0.15 | $ | 0.24 | $ | 0.27 | ||||||||||||||||
Weighted average number of shares used in computing net income per share attributable to VeriFone Systems, Inc. stockholders: | ||||||||||||||||||||||||
Basic | 110.3 | 113.9 | 110.8 | 113.7 | ||||||||||||||||||||
Diluted | 111.3 | 115.9 | 111.9 | 115.7 | ||||||||||||||||||||
(1) "nm" means not meaningful | ||||||||||||||||||||||||
VERIFONE SYSTEMS, INC. | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(UNAUDITED, IN MILLIONS) | ||||||||
April 30, 2016 | October 31, 2015 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 156.6 | $ | 208.9 | ||||
Accounts receivable, net of allowances of $12.3 and $8.8 | 397.4 | 362.0 | ||||||
Inventories | 154.6 | 129.7 | ||||||
Prepaid expenses and other current assets | 132.0 | 81.7 | ||||||
Total current assets | 840.6 | 782.3 | ||||||
Property and equipment, net | 217.2 | 191.0 | ||||||
Purchased intangible assets, net | 368.0 | 317.5 | ||||||
Goodwill | 1,164.7 | 1,084.0 | ||||||
Deferred tax assets, net | 38.0 | 35.9 | ||||||
Other long-term assets | 79.9 | 62.4 | ||||||
Total assets | $ | 2,708.4 | $ | 2,473.1 | ||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 217.5 | $ | 189.4 | ||||
Accruals and other current liabilities | 228.5 | 229.9 | ||||||
Deferred revenue, net | 112.9 | 82.9 | ||||||
Short-term debt | 55.3 | 39.1 | ||||||
Total current liabilities | 614.2 | 541.3 | ||||||
Long-term deferred revenue, net | 61.7 | 55.3 | ||||||
Long-term debt | 899.5 | 760.2 | ||||||
Deferred tax liabilities, net | 113.5 | 102.9 | ||||||
Other long-term liabilities | 88.1 | 78.9 | ||||||
Total liabilities | 1,777.0 | 1,538.6 | ||||||
Stockholders’ equity: | ||||||||
Common stock | 1.1 | 1.1 | ||||||
Additional paid-in capital | 1,749.4 | 1,726.5 | ||||||
Accumulated deficit | (582.6 | ) | (535.7 | ) | ||||
Accumulated other comprehensive loss | (270.2 | ) | (292.3 | ) | ||||
Total VeriFone Systems, Inc. stockholders’ equity | 897.7 | 899.6 | ||||||
Noncontrolling interests in subsidiaries | 33.7 | 34.9 | ||||||
Total equity | 931.4 | 934.5 | ||||||
Total liabilities and equity | $ | 2,708.4 | $ | 2,473.1 | ||||
VERIFONE SYSTEMS, INC. | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||
(UNAUDITED, IN MILLIONS) | |||||||||
Six Months Ended April 30, | |||||||||
2016 | 2015 | ||||||||
Cash flows from operating activities | |||||||||
Consolidated net income | $ | 27.1 | $ | 31.8 | |||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||||||||
Depreciation and amortization, net | 85.6 | 86.3 | |||||||
Stock-based compensation expense | 22.0 | 21.0 | |||||||
Deferred income taxes, net | (5.1 | ) | (7.2 | ) | |||||
Other | 6.2 | 10.0 | |||||||
Net cash provided by operating activities before changes in operating assets and liabilities | 135.8 | 141.9 | |||||||
Changes in operating assets and liabilities: | |||||||||
Accounts receivable, net | (12.6 | ) | (35.2 | ) | |||||
Inventories | (23.4 | ) | (11.7 | ) | |||||
Prepaid expenses and other assets | (24.2 | ) | (19.3 | ) | |||||
Accounts payable | 26.0 | 17.3 | |||||||
Deferred revenue, net | 30.9 | 12.7 | |||||||
Other current and long-term liabilities | (18.4 | ) | (8.3 | ) | |||||
Net change in operating assets and liabilities | (21.7 | ) | (44.5 | ) | |||||
Net cash provided by operating activities | 114.1 | 97.4 | |||||||
Cash flows from investing activities | |||||||||
Capital expenditures | (58.4 | ) | (48.9 | ) | |||||
Acquisition of businesses, net of cash acquired | (169.7 | ) | (11.0 | ) | |||||
Other investing activities, net | 0.1 | 0.1 | |||||||
Net cash used in investing activities | (228.0 | ) | (59.8 | ) | |||||
Cash flows from financing activities | |||||||||
Proceeds from debt, net of issuance costs | 380.4 | 30.0 | |||||||
Repayments of debt | (238.6 | ) | (70.2 | ) | |||||
Proceeds from issuance of common stock through employee equity incentive plans | 2.5 | 9.5 | |||||||
Stock repurchases | (79.9 | ) | — | ||||||
Other financing activities, net | (3.4 | ) | (2.2 | ) | |||||
Net cash provided by (used in) financing activities | 61.0 | (32.9 | ) | ||||||
Effect of foreign currency exchange rate changes on cash and cash equivalents | 0.6 | (20.7 | ) | ||||||
Net decrease in cash and cash equivalents | (52.3 | ) | (16.0 | ) | |||||
Cash and cash equivalents, beginning of period | 208.9 | 250.2 | |||||||
Cash and cash equivalents, end of period | $ | 156.6 | $ | 234.2 | |||||
VERIFONE SYSTEMS, INC. | ||||||||||||||||||||||||||||||
NET REVENUES INFORMATION | ||||||||||||||||||||||||||||||
(UNAUDITED, IN MILLIONS, EXCEPT PERCENTAGES) | ||||||||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
Note | April 30, 2016 | January 31, 2016 | April 30, 2015 | % Change (1) SEQ | % Change (1) YoY | April 30, 2016 | April 30, 2015 | % Change (1) | ||||||||||||||||||||||
GAAP net revenues: | ||||||||||||||||||||||||||||||
North America | $ | 209.3 | $ | 235.7 | $ | 193.0 | (11.2 | )% | 8.4 | % | $ | 445.0 | $ | 353.3 | 26.0 | % | ||||||||||||||
Latin America | 69.8 | 54.8 | 68.1 | 27.4 | % | 2.5 | % | 124.6 | 139.1 | (10.4 | )% | |||||||||||||||||||
EMEA | 197.0 | 170.3 | 179.4 | 15.7 | % | 9.8 | % | 367.4 | 359.6 | 2.2 | % | |||||||||||||||||||
Asia-Pacific | 50.2 | 52.7 | 49.6 | (4.7 | )% | 1.2 | % | 102.8 | 124.4 | (17.4 | )% | |||||||||||||||||||
Total | $ | 526.3 | $ | 513.5 | $ | 490.1 | 2.5 | % | 7.4 | % | $ | 1,039.8 | $ | 976.4 | 6.5 | % | ||||||||||||||
Non-GAAP net revenues: (2) | ||||||||||||||||||||||||||||||
North America | A | $ | 215.4 | $ | 235.7 | $ | 193.0 | (8.6 | )% | 11.6 | % | $ | 451.1 | $ | 353.4 | 27.6 | % | |||||||||||||
Latin America | A | 69.8 | 54.8 | 68.1 | 27.4 | % | 2.5 | % | 124.6 | 139.1 | (10.4 | )% | ||||||||||||||||||
EMEA | A | 197.0 | 170.4 | 179.6 | 15.6 | % | 9.7 | % | 367.4 | 360.2 | 2.0 | % | ||||||||||||||||||
Asia-Pacific | A | 50.2 | 52.7 | 49.6 | (4.7 | )% | 1.2 | % | 102.8 | 124.5 | (17.4 | )% | ||||||||||||||||||
Total | $ | 532.4 | $ | 513.6 | $ | 490.3 | 3.7 | % | 8.6 | % | $ | 1,045.9 | $ | 977.2 | 7.0 | % | ||||||||||||||
GAAP net revenues | $ | 526.3 | $ | 513.5 | $ | 490.1 | 2.5 | % | 7.4 | % | $ | 1,039.8 | $ | 976.4 | 6.5 | % | ||||||||||||||
Plus: Non-GAAP net revenues adjustments | A | 6.1 | 0.1 | 0.2 | nm | nm | 6.1 | 0.8 | nm | |||||||||||||||||||||
Non-GAAP net revenues (2) | 532.4 | 513.6 | $ | 490.3 | 3.7 | % | 8.6 | % | 1,045.9 | $ | 977.2 | 7.0 | % | |||||||||||||||||
Net revenues from businesses acquired in the past 12 months | B | (20.4 | ) | (5.2 | ) | (0.2 | ) | nm | nm | (25.6 | ) | (0.2 | ) | nm | ||||||||||||||||
Non-GAAP organic net revenues (2) | $ | 512.0 | $ | 508.4 | $ | 490.1 | (0.3 | )% | 4.4 | % | $ | 1,020.3 | $ | 977.0 | 4.4 | % | ||||||||||||||
(1) "nm" means not meaningful.
(2) Reconciliations for the non-GAAP measures are provided at the end of this press release.
For three months ended April 30, 2016 compared with three months ended April 30, 2015 | For six months ended April 30, 2016 compared with six months ended April 30, 2015 | ||||||||||||||||||||||||||
Net revenues growth | Impact due to acquired businesses (A) (B) | Non-GAAP organic net revenues growth | Impact due to foreign currency (C) | Non-GAAP organic net revenues at constant currency growth | Net revenues growth | Impact due to acquired businesses (A) (B) | Non-GAAP organic net revenues growth | Impact due to foreign currency (C) | Non-GAAP organic net revenues at constant currency growth | ||||||||||||||||||
North America | 8.4 | % | 0.7pts | 7.7 | % | (0.1)pts | 7.8 | % | 26.0 | % | 0.8pts | 25.2 | % | (0.2)pts | 25.4 | % | |||||||||||
Latin America | 2.5 | % | 0.0pts | 2.5 | % | (24.0)pts | 26.5 | % | (10.4 | )% | 0.1pts | (10.5 | )% | (21.2)pts | 10.7 | % | |||||||||||
EMEA | 9.8 | % | 7.2pts | 2.6 | % | (3.5)pts | 6.1 | % | 2.2 | % | 4.9pts | (2.7 | )% | (6.5)pts | 3.8 | % | |||||||||||
Asia-Pacific | 1.2 | % | 0.0pts | 1.2 | % | (7.1)pts | 8.3 | % | (17.4 | )% | 0.0pts | (17.4 | )% | (7.5)pts | (9.9 | )% | |||||||||||
Total | 7.4 | % | 3.0pts | 4.4 | % | (5.4)pts | 9.8 | % | 6.5 | % | 2.1pts | 4.4 | % | (6.5)pts | 10.9 | % | |||||||||||
Non-GAAP Reconciliations
VERIFONE SYSTEMS, INC. | ||||||||||||||||||||||||||||||
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | ||||||||||||||||||||||||||||||
(UNAUDITED, 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 organic net revenues at constant currency | ||||||||||||||||||||||||
Note | (A) | (A) | (B) | (B) | (C) | (C) | ||||||||||||||||||||||||
Three Months Ended April 30, 2016 | ||||||||||||||||||||||||||||||
North America | $ | 209.3 | $ | 6.1 | $ | 215.4 | $ | (7.7 | ) | $ | 207.7 | $ | 0.2 | $ | 207.9 | |||||||||||||||
Latin America | 69.8 | — | 69.8 | — | 69.8 | 16.3 | 86.1 | |||||||||||||||||||||||
EMEA | 197.0 | — | 197.0 | (12.7 | ) | 184.3 | 6.2 | 190.5 | ||||||||||||||||||||||
Asia-Pacific | 50.2 | — | 50.2 | — | 50.2 | 3.5 | 53.7 | |||||||||||||||||||||||
Total | $ | 526.3 | $ | 6.1 | $ | 532.4 | $ | (20.4 | ) | $ | 512.0 | $ | 26.2 | $ | 538.2 | |||||||||||||||
Systems | $ | 342.5 | $ | — | $ | 342.5 | $ | — | $ | 342.5 | $ | 17.1 | $ | 359.6 | ||||||||||||||||
Services | 183.8 | 6.1 | 189.9 | (20.4 | ) | 169.5 | 9.1 | 178.6 | ||||||||||||||||||||||
Total | $ | 526.3 | $ | 6.1 | $ | 532.4 | $ | (20.4 | ) | $ | 512.0 | $ | 26.2 | $ | 538.2 | |||||||||||||||
Three Months Ended January 31, 2016 | ||||||||||||||||||||||
North America | $ | 235.7 | $ | — | $ | 235.7 | $ | (0.9 | ) | $ | 234.8 | |||||||||||
Latin America | 54.8 | — | 54.8 | — | 54.8 | |||||||||||||||||
EMEA | 170.3 | 0.1 | 170.4 | (4.3 | ) | 166.1 | ||||||||||||||||
Asia-Pacific | 52.7 | — | 52.7 | — | 52.7 | |||||||||||||||||
Total | $ | 513.5 | $ | 0.1 | $ | 513.6 | $ | (5.2 | ) | $ | 508.4 | |||||||||||
Systems | $ | 337.6 | $ | — | $ | 337.6 | $ | — | $ | 337.6 | ||||||||||||
Services | 175.9 | 0.1 | 176.0 | (5.2 | ) | 170.8 | ||||||||||||||||
Total | $ | 513.5 | $ | 0.1 | $ | 513.6 | $ | (5.2 | ) | $ | 508.4 | |||||||||||
Three Months Ended April 30, 2015 | ||||||||||||||||||||||
North America | $ | 193.0 | $ | — | $ | 193.0 | $ | — | $ | 193.0 | ||||||||||||
Latin America | 68.1 | — | 68.1 | — | 68.1 | |||||||||||||||||
EMEA | 179.4 | 0.2 | 179.6 | (0.2 | ) | 179.4 | ||||||||||||||||
Asia-Pacific | 49.6 | — | 49.6 | — | 49.6 | |||||||||||||||||
Total | $ | 490.1 | $ | 0.2 | $ | 490.3 | $ | (0.2 | ) | $ | 490.1 | |||||||||||
Systems | $ | 324.3 | $ | — | $ | 324.3 | $ | — | $ | 324.3 | ||||||||||||
Services | 165.8 | 0.2 | 166.0 | (0.2 | ) | 165.8 | ||||||||||||||||
Total | $ | 490.1 | $ | 0.2 | $ | 490.3 | $ | (0.2 | ) | $ | 490.1 | |||||||||||
VERIFONE SYSTEMS, INC. | ||||||||||||||||||||||||||||||
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | ||||||||||||||||||||||||||||||
(UNAUDITED, 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) | ||||||||||||||||||||||||
Six Months Ended April 30, 2016 | ||||||||||||||||||||||||||||||
North America | $ | 445.0 | $ | 6.1 | $ | 451.1 | $ | (8.6 | ) | $ | 442.5 | $ | 0.7 | $ | 443.2 | |||||||||||||||
Latin America | 124.6 | — | 124.6 | — | 124.6 | 29.4 | 154.0 | |||||||||||||||||||||||
EMEA | 367.4 | — | 367.4 | (17.0 | ) | 350.4 | 23.4 | 373.8 | ||||||||||||||||||||||
Asia-Pacific | 102.8 | — | 102.8 | — | 102.8 | 9.3 | 112.1 | |||||||||||||||||||||||
Total | $ | 1,039.8 | $ | 6.1 | $ | 1,045.9 | $ | (25.6 | ) | $ | 1,020.3 | $ | 62.8 | $ | 1,083.1 | |||||||||||||||
System Solutions | $ | 680.0 | $ | — | $ | 680.0 | $ | — | $ | 680.0 | $ | 36.2 | $ | 716.2 | ||||||||||||||||
Services | 359.8 | 6.1 | 365.9 | (25.6 | ) | 340.3 | 26.6 | 366.9 | ||||||||||||||||||||||
Total | $ | 1,039.8 | $ | 6.1 | $ | 1,045.9 | $ | (25.6 | ) | $ | 1,020.3 | $ | 62.8 | $ | 1,083.1 | |||||||||||||||
Six Months Ended April 30, 2015 | ||||||||||||||||||||||
North America | $ | 353.3 | $ | 0.1 | $ | 353.4 | $ | — | $ | 353.4 | ||||||||||||
Latin America | 139.1 | — | 139.1 | — | 139.1 | |||||||||||||||||
EMEA | 359.6 | 0.6 | 360.2 | (0.2 | ) | 360.0 | ||||||||||||||||
Asia-Pacific | 124.4 | 0.1 | 124.5 | — | 124.5 | |||||||||||||||||
Total | $ | 976.4 | $ | 0.8 | $ | 977.2 | $ | (0.2 | ) | $ | 977.0 | |||||||||||
System Solutions | $ | 637.7 | $ | — | $ | 637.7 | $ | — | $ | 637.7 | ||||||||||||
Services | 338.7 | 0.8 | 339.5 | (0.2 | ) | 339.3 | ||||||||||||||||
Total | $ | 976.4 | $ | 0.8 | $ | 977.2 | $ | (0.2 | ) | $ | 977.0 | |||||||||||
VERIFONE SYSTEMS, INC. | |||||||||||||||||||||||||||||||
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||||||||||||||||||
(UNAUDITED, IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES) | |||||||||||||||||||||||||||||||
Note | Net revenues | Gross margin | Gross margin percentage | Operating income | Income tax provision | Net income attributable to VeriFone Systems, Inc. stockholders | Weighted average diluted shares: | Diluted net income per share (1) | |||||||||||||||||||||||
Three Months Ended April 30, 2016 | |||||||||||||||||||||||||||||||
GAAP | $ | 526.3 | $ | 210.4 | 40.0 | % | $ | 19.8 | $ | 3.1 | $ | 2.9 | 111.3 | $ | 0.03 | ||||||||||||||||
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 | ||||||||||||||||||||||||||
Merger and acquisition related | D | — | 3.8 | 27.4 | — | 28.7 | |||||||||||||||||||||||||
Stock based compensation | E | — | 0.8 | 11.6 | — | 11.6 | |||||||||||||||||||||||||
Other charges and income | F | — | 6.6 | 9.0 | — | 10.1 | |||||||||||||||||||||||||
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 | 111.3 | $ | 0.47 | ||||||||||||||||
Three Months Ended April 30, 2015 | |||||||||||||||||||||||||||||||
GAAP | $ | 490.1 | $ | 203.9 | 41.6 | % | $ | 29.7 | $ | 1.4 | $ | 17.6 | 115.9 | $ | 0.15 | ||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||||
Amortization of step-down in deferred services net revenues at acquisition | A | 0.2 | 0.2 | 0.2 | — | 0.2 | |||||||||||||||||||||||||
Merger and acquisition related | D | — | 5.0 | 25.7 | — | 26.7 | |||||||||||||||||||||||||
Stock based compensation | E | — | 0.4 | 8.9 | — | 8.9 | |||||||||||||||||||||||||
Other charges and income | F | — | 0.2 | 4.8 | — | 4.8 | |||||||||||||||||||||||||
Income tax effect of non-GAAP exclusions | G | — | — | — | 7.3 | (7.3 | ) | ||||||||||||||||||||||||
Non-GAAP | $ | 490.3 | $ | 209.7 | 42.8 | % | $ | 69.3 | $ | 8.7 | $ | 50.9 | 115.9 | $ | 0.44 | ||||||||||||||||
(1) Diluted net income per share is calculated by dividing the Net income attributable to VeriFone Systems, Inc. stockholders by the Weighted average number of shares used in computing net income per share attributable to VeriFone Systems, Inc. stockholders.
VERIFONE SYSTEMS, INC. | |||||||||||||||||||||||||||||||
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||||||||||||||||||
(UNAUDITED, IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES) | |||||||||||||||||||||||||||||||
Note | Net revenues | Gross margin | Gross margin percentage | Operating income | Income tax provision | Net income attributable to VeriFone Systems, Inc. stockholder | Weighted average diluted shares: | Diluted net income per share (1) | |||||||||||||||||||||||
Six Months Ended April 30, 2016 | |||||||||||||||||||||||||||||||
GAAP | $ | 1,039.8 | $ | 425.7 | 40.9 | % | $ | 56.0 | $ | 5.1 | $ | 26.4 | 111.9 | $ | 0.24 | ||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||||
Amortization of step-down in deferred services net revenues and associated costs of goods sold at acquisition | A | 6.1 | 4.4 | 4.4 | — | 4.4 | |||||||||||||||||||||||||
Merger and acquisition related | D | — | 7.8 | 53.1 | — | 53.2 | |||||||||||||||||||||||||
Stock based compensation | E | — | 1.7 | 22.0 | — | 22.0 | |||||||||||||||||||||||||
Other charges and income | F | — | 6.4 | 9.0 | — | 12.7 | |||||||||||||||||||||||||
Income tax effect of non-GAAP exclusions | G | — | — | — | 13.1 | (13.1 | ) | ||||||||||||||||||||||||
Non-GAAP | $ | 1,045.9 | $ | 446.0 | 42.6 | % | $ | 144.5 | $ | 18.2 | $ | 105.6 | 111.9 | $ | 0.94 | ||||||||||||||||
Six Months Ended April 30, 2015 | |||||||||||||||||||||||||||||||
GAAP | $ | 976.4 | $ | 403.1 | 41.3 | % | $ | 52.9 | $ | 2.8 | $ | 31.4 | 115.7 | $ | 0.27 | ||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||||
Amortization of step-down in deferred net revenues at acquisition | A | 0.8 | 0.8 | 0.8 | — | 0.8 | |||||||||||||||||||||||||
Merger and acquisition related | D | — | 10.0 | 53.6 | — | 51.9 | |||||||||||||||||||||||||
Stock based compensation | E | — | 1.1 | 21.0 | — | 21.0 | |||||||||||||||||||||||||
Other charges and income | F | — | 1.0 | 11.1 | — | 11.1 | |||||||||||||||||||||||||
Income tax effect of non-GAAP exclusions | G | — | — | — | 14.6 | (14.6 | ) | ||||||||||||||||||||||||
Non-GAAP | $ | 977.2 | $ | 416.0 | 42.6 | % | $ | 139.4 | $ | 17.4 | $ | 101.6 | 115.7 | $ | 0.88 | ||||||||||||||||
(1) Diluted net income per share is calculated by dividing the Net income attributable to VeriFone Systems, Inc. stockholders by the Weighted average number of shares used in computing net income per share attributable to VeriFone Systems, Inc. stockholders.
NON-GAAP FINANCIAL MEASURES
This press release and its attachments include several non-GAAP financial measures, including non-GAAP net revenues; non-GAAP Systems net revenues; non-GAAP Services net revenues; net revenues from businesses acquired in the past 12 months; non-GAAP organic net revenues; non-GAAP organic net revenues at constant currency; non-GAAP gross margin; non-GAAP gross margin as a percentage of non-GAAP net revenues; non-GAAP operating income; non-GAAP income tax provision; non-GAAP net income attributable to Verifone Systems, Inc. shareholders; non-GAAP weighted average diluted shares; and non-GAAP net income (loss) per diluted share. This press release also includes certain forward-looking non-GAAP financial measures, specifically projected non-GAAP net revenues and non-GAAP net income per diluted share for the third fiscal quarter and full fiscal year 2016. The corresponding reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures, to the extent available without unreasonable effort, are included in 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 operations and to compare Verifone's current results with those for prior periods as well as with the results of peer companies. Verifone incurs, due to differences in debt, capital structure and investment history, geographic presence and associated currency impacts, certain income and expense items, such as stock based compensation, amortization of acquired intangibles and other non-cash expenses, that differ significantly from Verifone's competitors. The non-GAAP financial measures reflect Verifone's reported operating performance without such items. 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 excluded by the non-GAAP adjustments described herein. Management compensates for these limitations by also relying on the comparable GAAP financial measures.
Our GAAP and non-GAAP net revenues are presented for our four main geographic regions: North America, Latin America, EMEA and Asia-Pacific. North America includes the US and Canada. Latin America includes South America, Central America, Mexico and the Caribbean. EMEA includes Europe, Russia, the Middle East, and Africa. Asia-Pacific includes Australia, New Zealand, China, India and throughout the rest of Greater Asia, including other Asia-Pacific Rim countries.
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 mergers and acquisitions.
Merger and acquisition related adjustments include the amortization of intangible assets, fixed asset fair value adjustments, contingent consideration adjustments, incremental costs associated with acquisitions (such as legal and other professional fees) and acquisition integration expenses (such as costs of personnel required to assist with integration transitions). In addition, we adjust for changes in estimate and final resolution of contingencies that existed at the time of acquisition. Acquisition related expenses also result from events which arise from unforeseen circumstances which often occur outside the ordinary course of business.
Verifone analyzes the performance of its operations without regard to these adjustments. In determining whether any merger or acquisition related adjustment is appropriate, Verifone takes into consideration, among other things, how such adjustments would or would not aid the understanding of the performance of its operations.
Note E: 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 a stock based award 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 a stock based award can be 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 F: Other Charges and Income (Loss). Verifone excludes certain expenses, other income (expense) and losses that we have determined is not reflective of ongoing operating results. It is difficult to estimate the amount or timing of these items in advance. Although these events are reflected in our GAAP financial statements, we exclude them in our non-GAAP financial measures because we believe these items may limit the comparability of our ongoing operations with prior and future periods. These adjustments for other charges and income include:
• | Certain costs incurred in connection with senior executive management changes, such as non-compete arrangement fees, legal fees, recruiter fees and sign on bonuses. |
• | Certain expenses, such as professional services and certain personnel costs, incurred on initiatives to transform, streamline and centralize our global operations. |
• | Restructure costs, impairment charges and 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. |
• | Costs associated with litigation and other loss contingencies, penalties and settlements |
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 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, in order to provide our management and users of the financial statements with better clarity regarding the on-going comparable performance and future liquidity of our business. Under GAAP our Income tax provision as a percentage of Income before income taxes was 48.0% for the fiscal quarter ended April 30, 2016, 7.6% for the fiscal quarter ended April 30, 2015, 15.8% for the six months ended April 30, 2016 and 8.2% for the six months ended April 30, 2015. For non-GAAP purposes, we used a 14.5% rate for all periods presented.
Contacts
Verifone
Investor Relations:
Christine Marchuska or Doug Reed, 408-232-7831
or
Media Relations:
Andy Payment, 770-754-3541
Source: Verifone
June 7,2016 Q2 FY16 Financial Results 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
Q2 FY16 Business Update Paul Galant, CEO Q2 FY16 Financial Update Marc Rothman, CFO Q & A 3
Challenging Market Conditions While we exceeded our revenue expectations for Q2 16, the challenging market dynamics had an impact on our Q2 16 results leading to mitigating actions and guidance revision for Q3 16 and full year FY16 4
Strategic review of our product lines & operating expense levels Restructuring businesses that are less core to our strategy Headcount reduction expected to result in savings beginning in Q4 16 and approximately $30m in 2017 Mitigating Actions 5
$532m 9% Growth YoY 10% Organic Constant Currency Growth Significant growth in the attach rates of our Services in US multilane business Record revenue quarter in our North America Petrol business Market share gains in several important markets, including France Announced two next generation products: Verifone Carbon & Commerce Platform Record Revenues* 6 * Non-GAAP
47c Earnings per share* 7% Growth YoY Competitive pricing pressure and sliding economic conditions in some Latin American and Asia emerging markets EMV bottleneck impact: 1. Verifone deploying more resources 2. Beginning to take a temporary toll on sales and deployment of devices and attached services Media sales were significantly slower in Q2 16 We continue to invest 10% of our revenue on R&D to support our clients and next generation products and services 7 * Non-GAAP
Verifone Carbon Powerful and beautifully designed integrated point of sale to move beyond payment processing, projected to be in the hands of client by end of 2016 Verifone Engage Series By the latter half of 2016, we will begin to deliver Engage series into key markets Verifone eSeries e355 is certified in 4 of our Top 25 markets. Recently introduced new low-cost mPOS solutions in several European markets. New low cost mPOS in Latin America before the end of the year Systems 8
Services 9 Device services Payment and Security services Commerce services Omni-commerce services Leasing Estate management Repair and field services Call centre support Gateways Secure Commerce Architecture Encryption and Tokenization Professional services App Marketplace – Pay with Points, 3rd party apps Value Added Services – Card linked offers, Targeted advertising Connecting physical, mobile and e-commerce sales channels touching both payments and commerce
Non-GAAP Financial Results Q2 16 $ in million, except EPS Q2 15 Q1 16 Q2 16 % SEQ % YoY Net Revenues 490 514 532 4% 9% Gross Margin 210 220 226 3% 8% % of Revenue 42.8% 42.8% 42.4% (0.4)pts (0.4)pts Operating Income 69 72 72 0% 4% % of Revenue 14.1% 14.1% 13.6% (0.5)pts (0.5)pts Net Income* 51 54 52 (4)% 2% EPS 0.44 0.48 0.47 (2)% 7% Operating Cash Flow* 56 63 51 (19)% (9)% Free Cash Flow* 27 33 23 (29)% (14)% * 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 10
Non-GAAP Revenue & Gross Margin* Business Units $ in million Q2 15 Q1 16 Q2 16 Systems 324 338 342 Services 166 176 190 Total Net Revenue 490 514 532 Services, % of Net Revenue 34% 34% 36% As a % of Revenue Q2 15 Q1 16 Q2 16 Systems 43.1% 43.4% 42.3% Services 42.1% 41.8% 42.7% Gross Margin % 42.8% 42.8% 42.4% * A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section 11
$46m 9% Non-GAAP Operating Expenses* $50m 10% $52m 10% $51m 11% $52m 10% $54m 10% $43m 9% $46m 9% $48m 9% $140m 28.6% $148m 28.8% $154m 28.9% R&D Sales & Marketing General Administrative Q2 15 Q1 16 Q2 16 * A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section 12
Non-GAAP Revenue* Geography $ in million Q216 Q215 Q116 Q216 % SEQ Inc(Dec) % YoY Inc(Dec) Organic YoY Growth Organic YoY Constant Currency Growth North America % of Revenue 193 39% 236 46% 215 41% (9)% 12% 8% 8% Latin America % of Revenue 68 14% 55 11% 70 13% 27% 3% 3% 26% EMEA % of Revenue 180 37% 170 33% 197 37% 16% 10% 3% 6% Asia % of Revenue 50 10% 53 10% 50 9% (5)% 1% 1% 8% TOTAL 490 514 532 4% 9% 4% 10% * A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section 13
Cash & Debt* 230 264 250 241 234 242 209 186 157 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 940 924 883 863 843 814 799 933 955 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 710 660 633 622 609 572 590 747 798 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Total Cash, $ in million Gross Debt, $ in million Net Debt, $ in million Debt Statistics As of April 30, 2016 Short Term Long Term Outstanding $55m $899m $955m 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 14
Balance Sheet & Working Capital Metrics $ in million Q215 Q116 Q216 $ Days $ Days $ Days Accounts Receivables, net 328 60 356 62 397 67 Inventories 129 43 137 41 155 43 Accounts Payable 171 55 185 57 217 64 Cash Conversion Cycle 48 46 46 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 15
Cash Flow* 57 59 52 41 56 71 81 63 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 51 36 38 29 22 27 42 52 33 23 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Operating cash flow, $ in million Free cash flow, $ in million $51m Operating cash flow $23m Free cash flow $28m 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 16
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 $515m 40c 14.5% ~111m 12.2% $2.1b $1.85 14.5% ~111m 13.6% $110m - $120m $105m Q3 16 Full Year FY16 * A reconciliation of our GAAP to Non-GAAP financial results can be found in the appendix section ▷ Organic growth of 1% on a reported basis ▷ Organic growth of 5% on constant currency basis ▷ Total growth of 9% on a constant currency basis, including acquisitions 17
Q & A 18
Appendix 19
Reconciliation of GAAP to Non-GAAP Key Metrics Q216 (In millions, except per share data and percentages) Note Net revenues Gross margin Gross margin percentage Operating income 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 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. 20
Reconciliation of GAAP to Non-GAAP Key Metrics Q116 (In millions, except per share data and percentages) Note Net revenues Gross margin Gross margin percentage Operating income Income tax provision Net income attributable to VeriFone Systems, Inc. stockholders Three Months Ended January 31, 2016 GAAP $ 513.5 $ 215.3 41.9 % $ 36.2 $ 2.0 $ 23.5 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 — 3.9 23.5 — 23.5 Other merger and acquisition related expenses D — — 2.0 — 0.9 Stock based compensation E — 0.8 10.5 — 10.5 Restructuring charges F — (0.1 ) (0.1 ) — (0.1 ) Other charges and income F — — — — 2.5 Income tax effect of non-GAAP exclusions G — — — 7.2 (7.2 ) Non-GAAP $ 513.6 $ 220.0 42.8 % $ 72.2 $ 9.2 $ 53.7 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 111.3 112.4 $ 0.21 $ 0.21 Non-GAAP 111.3 112.4 $ 0.48 $ 0.48 (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. 21
Reconciliation of GAAP to Non-GAAP Key Metrics Q215 (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 April 30, 2015 GAAP $ 490.1 $ 203.9 41.6 % $ 29.7 $ 1.4 $ 17.6 Adjustments: Amortization of step-down in deferred services net revenues at acquisition A 0.2 0.2 0.2 — 0.2 Amortization of purchased intangible assets D — 4.6 25.2 — 25.2 Other merger and acquisition related expenses D — 0.4 0.5 — 1.5 Stock based compensation E — 0.4 8.9 — 8.9 Restructuring charges F — — 0.2 — 0.2 Other charges and income F — 0.2 4.6 — 4.6 Income tax effect of non-GAAP exclusions G — — — 7.3 (7.3 ) Non-GAAP $ 490.3 $ 209.7 42.8 % $ 69.3 $ 8.7 $ 50.9 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 113.9 115.9 $ 0.15 $ 0.15 Non-GAAP 113.9 115.9 $ 0.45 $ 0.44 (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. 22
Reconciliation of GAAP to Non-GAAP Gross Margin (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 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, acquisition and restructure related D,F — — — (3.8 ) 2.2 1.6 3.8 Stock based compensation E — — — (0.8 ) 0.5 0.3 0.8 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 January 31, 2016 GAAP $ 337.6 $ 175.9 $ 513.5 $ 298.2 $ 142.8 $ 72.5 $ 215.3 Amortization of step-down in deferred services net revenues at acquisition A — 0.1 0.1 — — 0.1 0.1 Merger, acquisition and restructure related D,F — — — (3.9 ) 3.1 0.7 3.8 Stock based compensation E — — — (0.8 ) 0.5 0.3 0.8 Other charges and income F — — — — — — — Non-GAAP $ 337.6 $ 176.0 $ 513.6 $ 293.5 $ 146.4 $ 73.6 $ 220.0 Percentage of Non-GAAP net revenues 65.7 % 34.3 % 57.1 % 43.4 % 41.8 % 42.8 % Three Months Ended April 30, 2015 GAAP $ 324.3 $ 165.8 $ 490.1 $ 286.2 $ 135.3 $ 68.6 $ 203.9 Amortization of step-down in deferred services net revenues at acquisition A — 0.2 0.2 — — 0.2 0.2 Merger, acquisition and restructure related D,F — — — (5.0 ) 4.2 0.8 5.0 Stock based compensation E — — — (0.4 ) 0.3 0.1 0.4 Other charges and income F — — — (0.2 ) — 0.2 0.2 Non-GAAP $ 324.3 $ 166.0 $ 490.3 $ 280.6 $ 139.8 $ 69.9 $ 209.7 Percentage of Non-GAAP net revenues 66.1 % 33.9 % 57.2 % 43.1 % 42.1 % 42.8 % 23
Reconciliation of GAAP to Non-GAAP Operating Expenses (In millions, except percentages) Note Research and development Sales and marketing General and administrative Total Three Months Ended April 30, 2016 GAAP $ 54.7 $ 59.0 $ 54.9 $ 168.6 Merger, acquisition and restructure related D,F (0.6 ) — (1.6 ) (2.2 ) 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 January 31, 2016 GAAP $ 51.7 $ 55.0 $ 52.8 $ 159.5 Merger, acquisition and restructure related D,F (0.1 ) 0.5 (2.4 ) (2.0 ) Stock based compensation E (1.9 ) (3.3 ) (4.5 ) (9.7 ) Other charges and income F — — — — Non-GAAP $ 49.7 $ 52.2 $ 45.9 $ 147.8 As a percentage of total Non-GAAP net revenues 10 % 10 % 9 % 29 % Three Months Ended April 30, 2015 GAAP $ 47.6 $ 55.3 $ 49.5 $ 152.4 Merger, acquisition and restructure related D,F — (0.1 ) (0.2 ) (0.3 ) Stock based compensation E (1.2 ) (3.5 ) (3.8 ) (8.5 ) Other charges and income F (0.1 ) (0.3 ) (2.9 ) (3.3 ) Non-GAAP $ 46.3 $ 51.4 $ 42.6 $ 140.3 As a percentage of total Non-GAAP net revenues 9 % 10 % 9 % 29 % 24
Reconciliation of GAAP to Non-GAAP Net Revenues $ 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 April 30, 2016 North America $ 209.3 $ 6.1 $ 215.4 $ (7.7 ) $ 207.7 $ 0.2 $ 207.9 Latin America 69.8 — 69.8 — 69.8 16.3 86.1 EMEA 197.0 — 197.0 (12.7 ) 184.3 6.2 190.5 Asia-Pacific 50.2 — 50.2 — 50.2 3.5 53.7 Total $ 526.3 $ 6.1 $ 532.4 $ (20.4 ) $ 512.0 $ 26.2 $ 538.2 Total with acquisitions $ 526.3 $ 6.1 $ 532.4 n/a n/a $ 26.3 $ 558.7 Three Months Ended January 31, 2016 North America $ 235.7 $ — $ 235.7 $ (0.9 ) $ 234.8 Latin America 54.8 — 54.8 — 54.8 EMEA 170.3 0.1 170.4 (4.3 ) 166.1 Asia-Pacific 52.7 — 52.7 — 52.7 Total $ 513.5 $ 0.1 $ 513.6 $ (5.2 ) $ 508.4 Three Months Ended April 30, 2015 North America $ 193.0 $ — $ 193.0 $ — $ 193.0 Latin America 68.1 — 68.1 — 68.1 EMEA 179.4 0.2 179.6 (0.2 ) 179.4 Asia-Pacific 49.6 — 49.6 — 49.6 Total $ 490.1 $ 0.2 $ 490.3 $ (0.2 ) $ 490.1 25
Reconciliation of operating cash flow to free cash flow Three Months Ended $ in millions Note April 30, 2016 January 31, 2016 October 31, 2015 July 31, 2015 Free Cash Flow GAAP net cash provided by operating activities H $ 50.9 $ 63.2 $ 80.5 $ 71.4 Less: GAAP capital expenditures H (27.8 ) (30.6 ) (28.0 ) (29.6 ) Free cash flow H $ 23.1 $ 32.6 $ 52.5 $ 41.8 Three Months Ended April 30, 2015 January 31, 2015 October 31, 2014 July 31, 2014 Free Cash Flow GAAP net cash provided by operating activities H $ 56.3 $ 41.1 $ 51.6 $ 58.9 Less: GAAP capital expenditures H (29.3 ) (19.6 ) (22.2 ) (20.9 ) Free cash flow H $ 27.0 $ 21.5 $ 29.4 $ 38.0 Three Months Ended April 30, 2014 January 31, 2014 October 31, 2013 July 31, 2013 Free Cash Flow GAAP net cash provided by operating activities H $ 56.5 $ 31.9 $ 54.9 $ 49.0 Less: GAAP capital expenditures H (21.0 ) (20.9 ) (17.2 ) (18.1 ) Free cash flow H $ 35.5 $ 11.0 $ 37.7 $ 30.9 26
Explanatory Notes to reconciliations of GAAP to non-GAAP items 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, restructure costs, impairment charges and 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 48.0% for the fiscal quarter ended April 30, 2016, 7.8% for the fiscal quarter ended January 31, 2016, and 7.6% for the fiscal quarter ended April 30, 2015. For non-GAAP purposes, we used a 14.5% rate for all periods presented Note H: Free Cash Flow. Verifone determines free cash flow as net cash provided by operating activities less capital expenditures 27