SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 1997 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________ COMMISSION FILE NUMBER 0-18376 VERIFONE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 99-0206064 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) THREE LAGOON DRIVE, SUITE 400, REDWOOD CITY, CA 94065 (Address of principal executive offices) (415) 591-6500 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares of the registrant's Common Stock outstanding on May 6, 1997, was 23,436,640. FORM 10-Q VERIFONE, INC. INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 1997 and December 31, 1996 . . . . . . . . . . . 1 Condensed Consolidated Statements of Income for the Three Months Ended March 31, 1997 and March 31, 1996 . . . . . . . . . . . . . . . . . . . . . . 2 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1997 and March 31, 1996. . . . . . . . . . . . . . . . . . . . . 3 Notes to Condensed Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 19 Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VERIFONE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) March 31, December 31, 1997 1996 ------ ----- (unaudited) (see note below) Assets Current assets: Cash and cash equivalents $ 60,813 $ 47,395 Short-term investments 0 515 Accounts receivable, net 137,974 131,192 Net investment in sales-type leases 12,633 13,450 Inventories 62,326 59,524 Deferred income taxes 11,957 11,079 Prepaid expenses and other current assets 8,718 9,163 -------- -------- Total current assets 294,421 272,318 Net investment in sales-type leases 19,874 19,329 Property and equipment, at cost 128,604 123,486 Less accumulated depreciation and amortization (62,582) (58,764) -------- -------- Net property and equipment 66,022 64,722 Other assets, net 47,194 48,611 -------- -------- $427,511 $404,980 -------- -------- -------- -------- Liabilities and stockholders' equity Current liabilities: Accounts payable 35,549 31,641 Accrued compensation 11,029 12,612 Other accrued liabilities 23,172 26,790 Income taxes payable 9,879 7,504 Deferred revenue 7,182 9,951 Notes payable and capital leases 65,077 38,581 -------- -------- Total current liabilities 151,888 127,079 Non-current portion of capital leases 266 517 Deferred income taxes 35,916 37,818 Stockholders' equity 239,441 239,566 -------- -------- $427,511 $404,980 -------- -------- -------- -------- Note: The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 1 VERIFONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited, in thousands, except per share data) Three Months Ended ------------------ March 31, 1997 March 31, 1996 -------------- -------------- Net revenues $116,013 $102,927 Costs and expenses: Cost of revenues 64,199 54,368 Research and development 14,332 12,573 Selling, general and administrative 27,149 27,134 ------ ------ Total costs and expenses 105,680 94,075 Income from operations 10,333 8,852 Interest income (expense), net (179) 609 ------ ------ Income before income taxes 10,154 9,461 Provision for income taxes 2,945 2,744 ------ ------ NET INCOME $7,209 $6,717 ------ ------ ------ ------ NET INCOME PER SHARE $ 0.30 $ 0.26 ------ ------ ------ ------ Common and common equivalent shares used in computing per share amounts 23,868 26,039 ------ ------ ------ ------ See notes to condensed consolidated financial statements. 2 VERIFONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Increase (decrease) in cash and cash equivalents Three Months Ended ------------------------ March 31, March 31, 1997 1996 -------- -------- Cash flows from operating activities: Net income $7,209 $6,717 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,408 5,792 Deferred income taxes (331) (149) Net increase in receivables, inventories and prepaid expenses (8,867) 13,098 Net increase in payables, accruals and other current liabilities (1,687) (2,839) Other, net (605) (133) ------ ------ Net cash provided by operating activities 2,127 22,486 ------ ------ Cash flows from investing activities: Capital expenditures (5,940) (6,082) Acquisition of other assets (6,540) (654) Available-for-sale investments: Purchases - (41,592) Maturities 515 268 ------ ------ Net cash used for investing activities (11,965) (48,060) ------ ------ Cash flows from financing activities: Proceeds from notes payable and capital leases 30,009 2,389 Payments on notes payable and capital leases (3,764) (2,016) Proceeds from issuance of common stock 4,329 6,743 Purchase of treasury stock (7,318) (2,443) ------ ------ Net cash provided by financing activities 23,256 4,673 ------ ------ Net increase (decrease) in cash and cash equivalents 13,418 (20,901) Cash and cash equivalents at beginning of period 47,395 72,882 ------ ------ Cash and cash equivalents at end of period $60,813 $51,981 ------ ------ ------ ------ See notes to condensed consolidated financial statements. 3 VERIFONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) INTERIM FINANCIAL STATEMENTS The interim financial information furnished is unaudited. In the opinion of management, financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for a fair presentation of the results of operations for the interim periods covered. The interim results are not necessarily indicative of the results to be expected for the entire year. This financial information should be read in conjunction with the Company's audited financial statements for the year ended December 31, 1996 filed with the Company's Annual Report on Form 10-K. INVENTORIES Inventories, stated at the lower of cost (first-in, first-out) or market, consist of (in thousands): March 31, December 31, 1997 1996 --------- ---------- Raw materials $31,167 $28,992 Work in process 6,955 4,741 Finished goods 24,204 25,791 ------ ------ $62,326 $59,524 ------ ------ ------ ------ 4 CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS Cash and cash equivalents consist of cash on deposit with banks and highly liquid investments with a maturity from date of purchase of 90 days or less. Short-term investments consist of high-quality money market instruments with original maturities greater than 90 days. Marketable investments include $10,445,000 and $25,690,000 of cash equivalents, and $0 and $515,000 of short-term investments at March 31, 1997 and December 31, 1996, respectively. Available-for-sale securities are carried at fair market value with unrealized gains or losses, net of tax, included in the Stockholders' Equity section of the Balance Sheet. The Company had an unrealized gain of $2,000 on its available-for-sale securities at December 31, 1996. OTHER ASSETS Included in other assets is an investment in available-for-sale securities carried at fair market value of $15,750,000 and $21,939,000 at March 31, 1997 and December 31, 1996, respectively, with unrealized gains or losses, net of tax, included in the Stockholders' Equity section of the Balance Sheet. The Company had unrealized gains of $11,750,000 and $17,939,000 on its available-for-sale securities at March 31, 1997 and December 31, 1996, respectively. EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of stock options will be excluded. The impact is expected to result in an increase in primary earnings per share for the first quarter ended March 31, 1997 and March 31, 1996 of $0.01 and $0.01 per share, respectively. The impact of Statement No. 128 on the calculation of fully diluted earnings per share for these quarters is not expected to be material. 5 SUBSEQUENT EVENTS On April 22, 1997, the Company entered into a definitive agreement to be acquired by Hewlett-Packard Company (HP). Under the terms of the agreement, each share of Company Common Stock will be exchanged for one share of HP common stock. In accordance with the same conversion ratio, each option to purchase shares of Company Common Stock will be assumed by HP. Based on the number of outstanding shares of Company Common Stock on April 21, 1997, it is anticipated that HP will issue approximately 23.3 million shares of HP Common Stock upon the closing of the transaction. The transaction is intended to be a tax-free reorganization and is intended to be accounted for as a pooling of interests. Consummation of the transaction is subject to, among other things, approval of the stockholders of the Company. Upon completion of the transaction, the Company will become a wholly-owned subsidiary of HP. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS All references herein to the "Company" mean VeriFone, Inc. and its consolidated subsidiaries. Forward-looking statements in this Management's Discussion and Analysis -- including statements regarding international markets; gross margins; research and development expenses; selling, general and administrative expenses; liquidity and cash needs; and the Company's plans and strategies -- are all based on current expectations, and the Company assumes no obligation to update this information. Numerous factors could cause actual results to differ from those described in the forward-looking statements, including the factors set forth below under the heading "Factors That May Affect Future Results and the Market Price of the Company's Stock" (which are also discussed in the Company's Annual Report on Form 10-K for 1996). The Company cautions investors that its business is subject to significant risks and uncertainties. Total Company net revenues during the first quarter of 1997 increased 12.7% to $116.0 million, from $102.9 million during the first quarter of 1996. The following table sets forth revenues from sales by geographic region and the percentage change year-over-year for the first quarter: Revenues First Quarter of: (IN MILLIONS) Percentage 1997 1996 Change ---- ---- ------ United States net revenues $73.6 $65.0 13.2% Europe, Middle East & Africa 17.4 $14.8 17.6 Asia Pacific 14.5 11.7 23.9 Americas 10.5 11.4 (7.9) ---- ---- ------ International net revenues 42.4 37.9 11.9 ---- ---- ------ Total Company net revenues $116.0 $102.9 12.7% ----- ----- ---- ----- ----- ---- 7 UNITED STATES OPERATIONS -- The increase in revenues from sales in the United States during the first quarter of 1997 was due primarily to increased sales in the petroleum/convenience-store and healthcare and government markets. Revenue growth in the petroleum/convenience-store market was due primarily to demand for Ruby SuperSystems sold to major oil companies and OEM resellers, and sold via distributors -- which resell products to petroleum/convenience-store dealers and jobbers. Revenue from the healthcare and government markets was due primarily to increased sales to various states for food stamp programs, fish and game licensing programs, and Medicaid patient eligibility verification programs. Revenues from the financial retail market and the multi-lane market declined in the first quarter of 1997, compared to the first quarter of 1996, due primarily to reduced demand in these markets. INTERNATIONAL OPERATIONS -- The increase in revenues from sales outside the United States during the first quarter of 1997 was due to worldwide demand for electronic payments and the continued development of new country markets. In the first quarter of 1997, sales outside the United States represented 36.6% of net revenues, compared with 36.8% of net revenues in the same period of 1996. Growth in international sales during the first quarter of 1997 occurred in the Europe, Middle East and Africa region and the Asia Pacific region. Growth in the Europe, Middle East and Africa region was due in significant part to sales in the United Kingdom, Netherlands and Spain. Growth in the Asia Pacific region was due in significant part to sales in the People's Republic of China, Australia/New Zealand and Thailand, which offset a decline in sales in Japan. Sales in the Americas region declined in the first quarter of 1997, compared to the first quarter of 1996, due primarily to lower demand in Mexico and Argentina. The Company plans to continue to expand its global infrastructure with the aim of increasing market share in established country markets, as well as opening new country markets. Achievement of these plans is subject to various risks, including local economic conditions, as discussed below under "Factors That May Affect Future Results and the Market Price of the Company's Stock." International growth has increased the Company's exposure to the effects of foreign currency fluctuations. The Company engages in a foreign currency management program that is intended to minimize the effects of these fluctuations. This program includes the use of foreign exchange contracts to hedge its intercompany balances. The gains and losses on these contracts were immaterial as the majority of the Company's sales are denominated in U.S. dollars. PRODUCT ANALYSIS -- The following table sets forth, by product type, net revenues and the percentage change year-over-year for the first quarter: 8 Net Revenues First Quarter of: (IN MILLIONS) Percentage 1997 1996 Change ----- ----- ------ Terminal products $64.4 $56.6 13.8% Peripheral products* 29.1 27.7 5.1 Chip card products 4.0 3.8 5.3 Software products** 10.8 4.8 125.0 Services 8.3 6.9 20.3 Other*** (0.6) 3.1 (119.4) ----- ----- ----- $116.0 $102.9 12.7% ----- ----- ----- ----- ----- ----- * "Peripheral products" includes printers and pin pads. ** "Software products" includes revenue from professional services such as software customization. *** "Other" includes certain accessories and other revenue. The increase in net revenues in the first quarter of 1997, viewed by product type, generally reflected the overall growth in the Company's net revenues during the quarter. Growth in software revenues exceeded growth in other product revenues due primarily to the increase in revenues from terminal applications and licenses of Omnihost and Internet Commerce products. Unit shipments of terminal products and chip card products increased 5.5% with 231,000 units shipped in the first quarter of 1997, compared with 219,000 units shipped in the first quarter of 1996. GROSS MARGINS (net revenues less cost of revenues) -- Gross margins were 44.7% and 47.2% in the first quarter of 1997 and 1996, respectively. The decrease in gross margins was due in part to competitive pricing pressures in the Americas region. The decrease was also due to other factors, including general competitive pricing pressures and shifts in the Company's overall business and product mix. The Company currently expects its gross margins to continue to be affected by changes in business segment mix, product mix, competition and other factors, as discussed below under "Factors That May Affect Future Results and the Market Price of the Company's Stock." R&D EXPENSES -- Research and development (R&D) expenses increased 14.0% in the first quarter of 1997 over the same period in 1996, and represented 12.4% of net revenues in the first quarter of 1997, compared with 12.2% of net revenues for the same period in 1996. The Company currently expects that, in the long term, R&D expenses will continue to increase in absolute dollars but may decline as a percentage of net revenues. 9 SG&A EXPENSES -- Selling, general and administrative (SG&A) expenses increased 0.1% in the first quarter of 1997 over the same period in 1996, and represented 23.4% of net revenues in the first quarter of 1997, compared with 26.4% of net revenues for the same period in 1996. The Company currently expects to make additional investments in sales and marketing to further develop established international markets, to introduce products to new international markets, and to develop additional vertical markets and distribution channels on a global basis. (Achievement of these plans is subject to various risks, as discussed below under "Factors That May Affect Future Results and the Market Price of the Company's Stock.") The Company also expects that, in the long term, SG&A expenses will continue to increase in absolute dollars but may decline as a percentage of net revenues. INTEREST INCOME (EXPENSE) AND OTHER, NET -- Net interest income (expense) and other, net for the first quarter of 1997 was ($0.2) million compared with net interest income of $0.6 million for the same period in 1996. The decease for the first quarter of 1997, compared to the first quarter of 1996, was due primarily to lower investment balances and higher debt balances as a result of the repurchase of shares. TAX RATE -- The Company's combined federal, state and foreign effective income tax rate was 29.0% for both the first quarter of 1997 and 1996. The combined tax rate differs from the federal statutory rate primarily because the Company does not provide for U.S. federal income taxes on the undistributed earnings of its foreign subsidiaries, which the Company intends to permanently reinvest in those operations. NET INCOME -- In the first quarter of 1997, net income increased 7.3% over the same period in 1996. Earnings per share increased 15.4% to $0.30 in the first quarter of 1997, compared with $0.26 in the first quarter of 1996. LIQUIDITY AND CAPITAL RESOURCES Cash, cash equivalents, and short-term investments at March 31, 1997 increased to $60.8 million from $47.9 million at December 31, 1996. The Company experienced positive cash flow from operations of $2.1 million during the first quarter of 1997 as a result of net income and depreciation and amortization, partially offset by increases in inventory and accounts receivable. The Company used $12.0 million for investing in the first quarter of 1997, which included the purchase of fixed assets for operations and the construction of new facilities in Bangalore, India. Cash provided by financing activities was $23.3 million during the first quarter of 1997, primarily due to borrowings under notes payable, partially offset by the repurchase of shares of outstanding Common Stock. 10 In the first quarter of 1997, the Company's Board of Directors authorized the repurchase of up to 200,000 shares of outstanding Common Stock, which was completed during the quarter for an aggregate purchase price of $7.3 million. Currently, due to the contemplated pooling of interests (see Subsequent Events below), the Company does not anticipate repurchasing any additional shares. At March 31, 1997, the Company's principal sources of liquidity included $60.8 million in cash, cash equivalents, and short-term investments. The Company had $50.0 million under an unsecured bank line of credit, all of which was fully utilized, that expires in August 1997. In connection with the activities of VeriFone Finance, the Company has non-recourse notes payable to a financing company due in monthly installments, with interest rates ranging from 7.93% to 9.32%. These notes mature at various dates through June 1998 and are secured by all rights to certain leases, including a security interest in equipment under certain lease agreements and future minimum lease payments. At March 31, 1997, the Company had $0.9 million outstanding under these notes. The Company also has $17.0 million and $3.0 million unsecured lines of credit for foreign exchange transactions that expire in August 1997 and January 1998, respectively. At March 31, 1997, $11.1 million and $2.7 million were outstanding under the $17.0 million and $3.0 million lines of credit, respectively. In addition, at March 31, 1997, the Company had obligations under capital leases of $0.6 million. With respect to the $50.0 and $17.0 million unsecured bank lines of credit mentioned above, during the first quarter of 1997, the Company was not in compliance with one of the loan covenants requiring that the Company maintain a specified current asset ratio. The banks have waived this non-compliance on both lines of credit and amended the loan agreements to reduce the specified current ratio in the future. Inventories at March 31, 1997 increased to $62.3 million, compared with $59.5 million at December 31, 1996. Net trade accounts receivable at March 31, 1997 increased to $138.0 million from $131.2 million at December 31, 1996. This increase was due, in part, to conditions in a number of markets resulting in longer payment terms. Days sales outstanding were 107 days at March 31, 1997, compared with 95 days at December 31, 1996. The Company currently expects to have significant cash needs during 1997 in connection with various events, including the development of new products and possible acquisitions. However, the Company currently believes that the liquidity provided by its ongoing operations, existing cash, cash equivalents, and short-term investments, as well as the borrowing arrangements described above (including expected renewals of and substitutes for such arrangements), will be sufficient to meet its projected cash needs. 11 SUBSEQUENT EVENTS On April 22, 1997, the Company entered into a definitive agreement to be acquired by Hewlett-Packard Company (HP). Under the terms of the agreement, each share of Company Common Stock will be exchanged for one share of HP common stock. In accordance with the same conversion ratio, each option to purchase shares of Company Common Stock will be assumed by HP. Based on the number of outstanding shares of Company Common Stock on April 21, 1997, it is anticipated that HP will issue approximately 23.3 million shares of HP Common Stock upon the closing of the transaction. The transaction is intended to be a tax-free reorganization and is intended to be accounted for as a pooling of interests. Consummation of the transaction is subject to, among other things, approval of the stockholders of the Company. Upon completion of the transaction, the Company will become a wholly-owned subsidiary of HP. 12 FACTORS THAT MAY AFFECT THE COMPANY'S FUTURE RESULTS AND THE MARKET PRICE OF THE COMPANY'S STOCK The Company's operations are subject to various risks and uncertainties, many of which are beyond the Company's control. The following highlights some of these risks. RISKS RELATED TO THE HEWLETT-PACKARD TRANSACTION An noted above (see "Subsequent Events"), the Company has entered into an agreement to be acquired by Hewlett-Packard Company ("HP"). Closing of this transaction is subject to certain conditions, including approval of the Company's stockholders. The Company and its business may be adversely affected by the pendency of the HP transaction as the result of, among other circumstances (i) the delay or loss of customer orders from customers who may view the acquisition unfavorably, (ii) increased employee turnover, (iii) diversion of management time and focus from day-to-day activities, and (iv) the requirement that certain business actions of the Company receive HP consent, pursuant to the agreement with HP. In addition, failure of the transaction to close, whether due to the failure of either party to meet a closing condition or to the termination of the definitive agreement between HP and the Company, would have a material adverse effect on the Company, including on the price of the Company's Common Stock. Furthermore, pending the closing of the HP transaction, any decrease in the price of HP's Common Stock will likely have an adverse effect on the Company's stock price. VARIATIONS IN QUARTERLY RESULTS The Company's quarterly operating results are subject to various risks and uncertainties, including risks and uncertainties related to: local economic conditions; competitive pressures; the composition, timing and size of orders from and shipments to major customers; variations in product mix and the mix between leases and sales; variations in product cost; infrastructure costs; obsolescence of inventory; and other factors as discussed below. Accordingly, the Company's operating results may vary materially from quarter to quarter. The Company operates with little backlog and, as a result, net revenues in any quarter are substantially dependent on the orders booked and shipped in that quarter. Because the Company's operating expenses are based on anticipated revenue levels and because a high percentage of the Company's expenses are relatively fixed, if anticipated shipments in any quarter do not occur as expected, the Company's operating results may be adversely affected and fall significantly short of expectations. Any other unanticipated decline in the growth rate of the Company's net revenues, without a corresponding and timely reduction in the growth of operating expenses, could also have an adverse effect on the Company and its future operating results. The Company aims to prudently control its operating expenses. However, there is no assurance that, in the event of any revenue, gross margin or other shortfall in a quarter, the Company will be able to control expenses sufficiently to meet profitability objectives for the quarter. Compounding these risks is the fact that a substantial portion of the Company's net revenues in each quarter generally results from shipments during the latter part of the quarter. For 13 this and other reasons, the Company may not learn of shortfalls in revenues, earnings or other financial results relative to expectations until very late in a quarter. Any such shortfall could have an immediate and significant adverse effect on the trading price of the Company's Common Stock. The Company's business may be characterized as showing a pattern -- in that, historically, net revenues during the first calendar quarter of a year have generally been less than net revenues during the fourth quarter of the preceding year. CHANGES IN GROSS MARGINS Certain of the Company's net revenues are derived from products and markets -- such as international and government markets -- which typically have lower gross margins compared to other products and markets, due to higher costs and/or lower prices associated with the lower gross margin products and markets. The Company currently expects that its net revenues from international markets will continue to increase as a percentage of total net revenues, and its net revenues from government markets may increase. In addition, the Company is currently experiencing pricing pressures due to a number of factors, including competitive conditions and consolidation within certain groups of customers. To the extent that these factors continue, the Company's gross margins would decline, which would adversely affect the Company and its future operating results. Downward pressure on the Company's gross margins may be mitigated by other factors, such as a reduction in product costs and/or an increased percentage of net revenues from higher gross margin products, such as software. The Company is aiming to reduce its product costs and to increase its percentage of net revenues from software. However, there is no assurance that these efforts will be successful. NEW MARKETS AND PRODUCTS The Company is entering new markets, including the Internet commerce market and the consumer smart card market. At present, these new markets are relatively small and rapidly changing, and the development of these markets depends in significant part on the widespread adoption of new technologies by financial institutions, merchants and consumers, the emergence of industry standards, and other factors. There is no assurance that these markets will develop as expected by the Company. If these markets do not develop as expected by the Company, or the Company's strategies for these markets are unsuccessful, or the Company fails to successfully and timely develop and introduce products suitable for these markets, the Company and its future operating results may be adversely affected. The Company is developing a number of products for these new markets -- including a number of Internet commerce and consumer products. There is no assurance that these development efforts will be successful or that, if successfully developed, these products will achieve commercial success. 14 Similarly, in connection with entering these new markets, the Company has entered into or expects to enter into relationships with a number of companies in these markets, including Microsoft, Netscape, Oracle and others. These relationships may not develop as expected by the Company, and thus, the expected benefits from the relationships may not be obtained. GROWTH DEPENDENCIES In general, the Company's future growth is dependent on the Company's ability to successfully and timely enhance existing products, develop and introduce new products, establish new distribution channels, develop affiliations with leading market participants in order to facilitate product development and distribution, and certify its existing and new products with service providers, telephone companies and others. The failure to achieve these and other objectives could limit future growth and have an adverse effect on the Company and its future operating results. On a related note, the pressure to develop and enhance products, and to establish and expand markets, may cause the Company's research and development expenses and selling, general and administrative expenses to increase substantially, which could also have an adverse effect on the Company and its future operating results. ACQUISITIONS The Company may acquire or make substantial investments in other businesses in the future. Any such acquisition or investment would entail various risks, including: the difficulty of assimilating the operations and personnel of the acquired business; the potential disruption of the Company's ongoing business; and generally, the potential inability of the Company to obtain the desired financial and strategic benefits from the acquisition or investment. These factors could have a material adverse effect on the Company and its future operating results. Future acquisitions and investments by the Company could also result in substantial cash expenditures, potentially dilutive issuances of equity securities, the incurrence of additional debt and contingent liabilities, and amortization expenses related to goodwill and other intangible assets, which could adversely affect the Company and its future operating results. INTERNATIONAL OPERATIONS The Company's international operations, including international sales and manufacturing, have grown substantially, and thus, the Company is increasingly affected by the risks associated with international operations. Such risks include: managing an organization spread over various countries; fluctuations in currency exchange rates (as discussed further below); the burden of complying with international laws and other regulatory and product certification requirements, and changes in such laws and requirements; tariffs and other trade barriers; import and export controls; international staffing and employment issues; political and economic instability; and longer payment cycles in certain countries. The Company's manufacturing facilities outside of the United States, which are in Taiwan and the People's Republic of China, are subject to particular risks 15 relating to political developments and trade barriers. The inability to effectively manage these and other risks could adversely affect the Company and its future operating results. The majority of the Company's international sales are denominated in United States currency. An increase in the value of the United States dollar relative to foreign currencies could make the Company's products sold internationally less competitive. The Company has offices in a number of foreign countries, the operating expenses of which are also subject to the effects of fluctuations in foreign currency exchange rates. Although the Company engages in hedging transactions which may partially offset the effects of fluctuations in foreign currency exchange rates, financial exposure may nonetheless result primarily due to the timing of transactions and movement of exchange rates. COMPETITION The various markets in which the Company operates are becoming increasingly competitive as a number of other companies are developing and selling products which compete with the Company's products in these markets. Certain of these competitors have significantly more financial and technical resources than the Company. The Company faces additional competitive factors in foreign countries, including preferences for national vendors, and difficulties in obtaining necessary certifications and in meeting the requirements of government policies. These competitive factors may result in, among other things, price discounts by the Company and sales lost by the Company to competitors, which may adversely affect the Company and its future operating results. THIRD-PARTY DISTRIBUTORS The Company uses various channels to market and distribute its products, including direct sales to end-users and sales to end-users via third-party distributors. Third-party distributors are a substantial channel for distribution internationally and are increasingly becoming a substantial channel for distribution in the United States. Accordingly, the Company's ability to market and distribute its products depends in significant part on its relationship with third-party distributors, as well as the performance and financial condition of these distributors. In the event that the Company's relationship with its distributors deteriorates, or the performance or financial condition of the distributors becomes unsatisfactory, the Company and its future operating results could be adversely affected. SOLE SUPPLIERS The Company is currently dependent on single suppliers for certain product components, including mask-programmed microcontrollers, various printer mechanisms, display devices, certain integrated circuits, and certain magnetic parts. The failure of any such supplier to continue to provide these components to the Company could result in significant manufacturing delays that could adversely affect the Company and its future operating results. 16 EXCESS OR OBSOLETE INVENTORY Managing the Company's inventory of components and finished products is a complex task. A number of factors -- including the need to maintain a significant inventory of certain components which are in short supply or which must be purchased in bulk to obtain favorable pricing, the general unpredictability of demand for specific products, and customer requests for quick delivery schedules -- may result in the Company maintaining excess inventory. Other factors -- including changes in market demand and technology -- may cause inventory to become obsolete. Any excess or obsolete inventory could result in price reductions and inventory write-downs, which in turn could adversely affect the Company and its operating results. SECURITY FEATURES OF PRODUCTS Most of the Company's products are used to process payment transactions, and thus, the security features of the products are important. In general, the Company's products are designed to comply with industry practices relating to security in payment transactions. However, no security feature, whether or not an industry practice, is infallible. In the event of a significant breach of the security features in the Company's products, the Company and its future operating results could be adversely affected. PROPRIETARY TECHNOLOGY The Company seeks to establish and protect the proprietary aspects of its products by relying on applicable patent, copyright, trademark and trade secret laws and on confidentiality, licensing and other contractual arrangements. Notwithstanding the Company's efforts to protect its proprietary rights, it may be possible for unauthorized third parties to copy certain portions of the Company's products or to reverse engineer or obtain and use technology that the Company regards as proprietary. In addition, the laws of certain countries do not protect the Company's proprietary rights to the same extent as do the laws of the United States. Accordingly, there can be no assurance that the Company will be able to protect its proprietary technology against unauthorized third party copying or use, which could adversely affect the Company's competitive position. The Company from time to time receives notices from third parties claiming that the Company's products infringe such parties' proprietary rights. Regardless of its merit, any such claim can be time-consuming, result in costly litigation and require the Company to enter into royalty and licensing agreements. Such royalty or licensing agreements may not be offered or may not be available on terms acceptable to the Company. If a successful claim is made against the Company and the Company fails to develop or license a substitute technology, the Company and its future operating results could be adversely affected. 17 HIRING AND RETENTION OF EMPLOYEES The Company's continued growth and success depends to a significant extent on the continued service of senior management and other key employees and the hiring of new qualified employees. Competition for highly skilled business, technical, marketing and other personnel is intense, particularly in the strong economic cycle currently prevailing for high technology companies. The loss of one or more key employees or the Company's inability to attract additional qualified employees or retain other employees could have an adverse effect on the Company and its future operating results. In addition, the Company may experience increased compensation costs in order to compete for skilled employees. REGULATORY REQUIREMENTS The Company's operations are subject to various laws, regulations, governmental policies and product certification requirements worldwide. Changes in such laws, regulations, policies or requirements could affect the demand for the Company's products or result in the need to modify products, which may involve substantial costs or delays in sales and could have an adverse effect on the Company and its future operating results. SEISMIC RISKS The Company's manufacturing and distribution facilities, as well as a portion of the Company's research and development, sales and administrative functions, are located near major earthquake faults. In the event of a major earthquake, the Company and its future operating results could be adversely affected. STOCK MARKET FLUCTUATIONS In recent years, the stock market in general, and the market for technology stocks in particular, including the Company's Common Stock, have experienced extreme price fluctuations. The market price of the Company's Common Stock may be significantly affected by various factors such as: quarterly variations in the Company's operating results; changes in revenue growth rates for the Company as a whole or for specific geographic areas, business units or products; changes in earnings estimates by market analysts; the announcement of new products or product enhancements by the Company or its competitors; speculation in the press or analyst community; and general market conditions or market conditions specific to particular industries. There can be no assurance that the market price of the Company's Common Stock will not experience significant fluctuations in the future. 18 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Exhibit 10.1 - Amended and Restated Incentive Stock Option Plan Exhibit 10.2 - Amended and Restated 1987 Supplemental Stock Option Plan Exhibit 10.3 - Amended and Restated 1992 Non-Employee Stock Option Plan Exhibit 10.4 - Amended and Restated Employee Stock Purchase Plan Exhibit 10.5 - 1997 Restricted Phantom Stock Plan Exhibit 11.1 - Statement of Computation of Earnings per Share 19 SIGNATURE 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 thereunto duly authorized. VERIFONE, INC. (Registrant) By: /s/ Joseph M. Zaelit -------------------------------- Joseph M. Zaelit Senior Vice President, Finance and Administration, and Chief Financial Officer (Authorized Officer and Principal Financial Officer) Date: May 9 , 1997 20