Commitments and Contingencies | Commitments and Contingencies Commitments Leases We lease certain facilities under non-cancelable operating leases that contain free rent periods, leasehold improvement rebates or rent escalation clauses. Rent expense under these leases is recorded on a straight-line basis over the lease term. We are committed to pay a portion of the related actual operating expenses under some of these lease agreements, and those operating expenses are not included in the table below. The difference between amounts paid and rent expense is recorded as deferred rent. The short-term and long-term portions are included in Accruals and other current liabilities and Other long-term liabilities, respectively, in our Condensed Consolidated Balance Sheets. On December 11, 2017, we divested our Taxi Solutions business, which was classified as held for sale as of October 31, 2017 . In connection with this transaction, the divested business assumed responsibility for approximately $50.0 million of operating lease commitments associated with this business. Future minimum lease payments on our remaining leases as of April 30, 2018 were as follows (in thousands): Minimum Sublease Net Minimum Years Ending October 31: Remainder of fiscal year 2018 $ 14,282 $ (343 ) $ 13,939 2019 20,044 (645 ) 19,399 2020 17,027 (659 ) 16,368 2021 12,192 (672 ) 11,520 2022 6,706 (687 ) 6,019 Thereafter 8,582 (1,510 ) 7,072 Total $ 78,833 $ (4,516 ) $ 74,317 Rent expense consisted of the following (in thousands): Three Months Ended April 30, Six Months Ended April 30, 2018 2017 2018 2017 Rent expense for non-cancelable taxi operating leases $ — $ 6,840 $ 2,794 $ 14,935 Facility and other rent expense 6,565 6,640 13,284 13,388 Total rent expense $ 6,565 $ 13,480 $ 16,078 $ 28,323 Manufacturing Related Agreements On April 3, 2017, to lock in pricing on certain components, we committed to purchase $144.0 million of such components over a four -year period, $36.0 million per year, from one of our existing suppliers. As of April 30, 2018 , our remaining non-cancelable commitment under this agreement totaled $82.0 million . Guarantees We have issued bank guarantees with maturities ranging from two months to eight years to certain of our customers and vendors as required in some countries to support certain performance obligations under our service or other agreements with those parties. As of April 30, 2018 , the maximum amount that may become payable under these guarantees was $16.8 million , of which $4.7 million was collateralized by restricted cash deposits. In connection with our investment in Gas Station TV, we have agreed to guarantee, in certain circumstances, up to $12.5 million of debt issued to Gas Media. As of April 30, 2018 , we have not made any payments and no amounts are accrued related to this guarantee. Additionally, we have guaranteed lease commitments of up to $3.9 million per year until December 31, 2023 on a lease that was part of our divested Taxi Solutions business and was assigned to the divested business. Post divestiture, payments on this lease are made by the divested business, which has agreed to indemnify us for this lease obligation. As of April 30, 2018 , the maximum exposure under this guarantee was $21.5 million , we had not made any payments under the guarantee and no amounts were accrued related to this guarantee. Contingencies We evaluate the circumstances regarding outstanding and potential litigation and other contingencies on a quarterly basis to determine whether there is at least a reasonable possibility that a loss exists requiring accrual or disclosure, and if so, whether an estimate of the possible loss or range of loss can be made, or whether such an estimate cannot be made. When a loss is probable and reasonably estimable, we accrue for such amount based on our estimate of the probable loss considering information available at the time. When a loss is reasonably possible, we disclose the estimated possible loss or range of loss in excess of amounts accrued, if material. Except as otherwise disclosed below, we do not believe that material losses were probable or that there was a reasonable possibility that a material loss may have been incurred with respect to the matters disclosed. Brazilian Tax Assessments State Value-Added Tax The Brazilian subsidiary we acquired as part of our acquisition of Hypercom in August 2011 received an unfavorable administrative decision on a tax enforcement action against it filed by the São Paulo State Revenue Department for collection of state sales taxes related to purported sales of software for the 1998 and 1999 tax years. In 2004, an appeal against this unfavorable administrative decision was filed in a judicial proceeding. The first level decision in the judicial proceeding was issued in our favor. The São Paulo State Revenue Department filed an appeal of this decision. The second level administrative decision ordered that the case be returned to the lower court in order to allow the production of further evidence. On January 24, 2018 , that lower court ruled in our favor, finding no additional tax owed. Based on that ruling (which the State Treasury is now appealing) and our current understanding of the underlying facts of this matter, we now believe the likelihood is remote that we may receive an unfavorable decision in this proceeding. The tax assessment including estimated interest through April 30, 2018 for this matter totals approximately 9.5 million Brazilian reais (approximately $2.7 million at the foreign exchange rate as of April 30, 2018 ). As of April 30, 2018 , we have not accrued for this matter, but we have posted a bank bond as a guaranty. Municipality Services Tax Assessments In December 2009, one of the Brazilian subsidiaries that was acquired as part of the Lipman acquisition was notified of a tax assessment regarding alleged nonpayment of tax on services rendered for the period from September 2004 to December 2004. This assessment was issued by the municipality of São Paulo (the "municipality") and asserts a services tax deficiency and related penalties totaling 0.9 million Brazilian reais (approximately $0.3 million at the foreign exchange rate as of April 30, 2018 ), excluding interest. The municipality claims that the Brazilian subsidiary rendered certain services within the municipality of São Paulo but simulated that those services were rendered in another city. At the end of December 2010 the municipality issued further tax assessments alleging the same claims for 2005 through June 2007. These additional subsequent claims assert services tax deficiencies and related penalties totaling 5.9 million Brazilian reais (approximately $1.7 million at the foreign exchange rate as of April 30, 2018 ), excluding interest. We received unfavorable decisions from the administrative courts, which ruled to maintain the tax assessments for each of these matters. No further grounds of appeal are available to us for these assessments within the administrative courts. In October 2012, as a result of the decision at the administrative level, the tax authorities filed an enforcement action in the civil courts to collect on the services tax assessments amounts awarded by the administrative court and seeking other related costs and fees. On March 6, 2013, we filed our defensive claims in the civil courts in response to the tax authorities' enforcement action. In February 2013 the tax authorities filed an additional enforcement action in the civil courts to collect on the penalties related to the services tax assessments amounts awarded by the administrative courts. Based on our understanding of the underlying facts of this matter and our evaluation of the potential outcome at the judicial level, we believe it is reasonably possible that our Brazilian subsidiary will be required to pay some amount of the alleged tax assessments and penalties related to these matters, as well as amounts of interest and certain costs and fees imposed by the court related thereto. As of April 30, 2018 , the amount of the alleged tax assessments and penalties related to these matters was approximately 28.0 million Brazilian reais (approximately $8.0 million at the foreign exchange rate as of April 30, 2018 ), including interest, costs and fees related thereto. The Brazilian subsidiary we acquired as part of our acquisition of Hypercom in August 2011 received an unfavorable administrative decision on a tax enforcement action against it filed by the municipality of Curitiba for collection of an alleged services tax deficiency. An appeal against this unfavorable administrative decision was filed in a judicial proceeding and currently the case is pending the municipality of Curitiba's compliance with the writ of summons. As of April 30, 2018 , the underlying assessment, including estimated interest, was approximately 6.2 million Brazilian reais (approximately $1.8 million at the foreign exchange rate as of April 30, 2018 ). Based on our current understanding of the underlying facts of this matter, we believe it is reasonably possible that we may receive an unfavorable decision in this proceeding. U.S. Securities Class Actions On May 17, May 30, and June 1, 2018, four securities class-action complaints were filed in federal courts in the District of Delaware and the Northern District of California against VeriFone Systems, Inc. and its directors claiming that the preliminary proxy statement filed on May 7, 2018, omitted material information about the proposed Francisco Partners transaction announced on April 9, 2018. The complaints include causes of action for violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 and seek to enjoin the proposed transaction and also to recover an unspecified amount of attorneys’ and experts’ fees and costs. We have not yet been served with the complaints in these actions, and no trial dates have been set in these cases. Israel Securities Class Actions On January 27, 2008, a class action complaint was filed against us in the Central District Court in Tel Aviv, Israel on behalf of purchasers of our stock on the Tel Aviv Stock Exchange. The complaint sought compensation for damages allegedly incurred by the class of plaintiffs due to the publication of erroneous financial reports. On April 2, 2015, the Israeli Supreme Court ruled that the applicable law is U.S. law and dismissed this action as estopped by settlement of the similar consolidated federal securities class action in the U.S. ( In re VeriFone Holdings, Inc., previously reported ). The plaintiff and putative class members in this Israeli action are included in the stipulated settlement of the U.S. class action unless an individual plaintiff opts out. On June 29, 2015, the plaintiff filed a motion for award of compensation and attorneys' fees based on the amount of settlement compensation received by Israelis in the U.S. class action. On January 14, 2016, the Israeli District Court denied this motion. Plaintiff has not timely appealed, that ruling is now final, and this 2008 action is now concluded. On May 12, 2015, a new class action complaint was filed against us in Israel alleging similar claims as the dismissed Israeli class action and alleging that Israeli shareholders were deprived of due process in the U.S. class action settlement proceedings. We opposed this new class action and plaintiff's class certification motion on substantially the same grounds on which the previous case was dismissed. On May 14, 2018, the Israeli District Court denied plaintiff’s class-certification motion and dismissed this action, finding that the U.S. class action settlement satisfied due-process requirements and was therefore res judicata against the Israeli sub-class. The Court did award the individual plaintiff and his counsel NIS 1,150,000 plus VAT (totaling NIS 1,345,500 or approximately $0.4 million at the foreign exchange rate as of April 30, 2018), finding that their work had contributed to reconsideration of and additional distribution of settlement funds for certain Israeli institutional investors’ claims in the U.S. class action settlement. The appeal deadline is June 28, 2018. Indian Antitrust Proceedings The Competition Commission of India (CCI) investigated certain complaints made against us alleging unfair practices based on certain provisions in our software development license arrangements in India. We cooperated with requests by the CCI in its investigation. In March 2014, the Director General of the CCI investigating the allegations issued a report rejecting certain of the allegations, but also finding that certain provisions of our licenses may constitute unfair business practices. VeriFone India Sales Pvt. Ltd. filed objections to that report. In April 2015, the CCI issued rulings directing Verifone India to cease and desist from engaging in the alleged anti-competitive conduct and imposing a penalty, the amount of which is not material to our results of operations. We have deposited 10% of this penalty amount and accrued the balance while we appeal these rulings. On June 15, 2015, we filed appeals and interim applications with the Competition Appellate Tribunal (COMPAT) to stay the CCI orders. The appellate court granted our interim applications to stay all proceedings at least until the final appellate hearing. That appellate hearing commenced on January 19, 2016, and was next scheduled to continue on May 31, 2017, but was taken off that tribunal's calendar due to the May 26, 2017 merger of the COMPAT with the National Company Law Appellate Tribunal (NCLAT). These appeals are now being reheard before the NCLAT Bench. That rehearing began on November 7, 2017 and is scheduled to continue on July 16, 2018. The CCI's rulings reserved the right to pursue additional proceedings against individuals that it deems responsible for the alleged conduct. We are unable to make any estimate of potential loss for any further proceedings the CCI may pursue but do not expect it to be material to our results of operations. Other Litigation Certain of the foregoing cases are still in the preliminary stages, and we are not able to quantify the extent of our potential liability, if any, other than as described above. Further, the outcome of litigation is inherently unpredictable and subject to significant uncertainties. If any of these matters are resolved adversely to us, this could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, defending these legal proceedings is likely to be costly, which may have a material adverse effect on our financial condition, results of operations and cash flows, and may divert management's attention from the day-to-day operations of our business. We are subject to various other legal proceedings related to commercial, customer and employment matters that have arisen during the ordinary course of business. The outcome of such legal proceedings is inherently unpredictable and subject to significant uncertainties. Although there can be no assurance as to the ultimate disposition of these matters, our management has determined, based upon the information available at the date of these financial statements, including anticipated expected availability of insurance coverage, that the expected outcome of these matters, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Income Tax Uncertainties As of April 30, 2018 , the amount payable for unrecognized tax benefits was $35.3 million , including accrued interest and penalties, none of which is expected to be paid within one year. This amount is included in Other long-term liabilities in our Condensed Consolidated Balance Sheet as of April 30, 2018 . We are unable to make a reasonably reliable estimate as to when cash settlement with a taxing authority may occur. |