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VeriFone Files Restated Reports

VeriFone Holdings Inc. (NYSE: PAY) today filed its amended and restated quarterly report on Form 10-Q/A for the fiscal quarters ended January 31, 2007, April 30, 2007, and July 31, 2007, its annual report on Form 10-K for the fiscal year ended October 31, 2007, and its quarterly reports on Form 10-Q for the fiscal quarters ended January 31, 2008, and April 30, 2008, with the Securities and Exchange Commission.

SAN JOSE, Calif. - August 19, 2008 - VeriFone Holdings Inc. (NYSE: PAY) today filed its amended and restated quarterly report on Form 10-Q/A for the fiscal quarters ended January 31, 2007, April 30, 2007, and July 31, 2007, its annual report on Form 10-K for the fiscal year ended October 31, 2007, and its quarterly reports on Form 10-Q for the fiscal quarters ended January 31, 2008, and April 30, 2008, with the Securities and Exchange Commission.

The management of VeriFone will host a conference call, which will be simultaneously webcast, today at 2:00 pm Pacific time to discuss VeriFone's financial results included in the reports. Management may also provide forward looking guidance on this call. To access the live conference call, the dial-in numbers are as follows:

Domestic callers: 866-578-5784
International callers: 617-213-8056
Passcode: 49480395

To access the audio webcast, please go to VeriFone's website (http://ir.verifone.com) at least ten minutes prior to the call to register. The recorded audio webcast will be available on VeriFone's website until August 25, 2008.

A replay of the conference call, which can be accessed by dialing toll-free 888-286-8010, and outside the U.S. 617-801-6888, will be available until August 25, 2008. The access code for the replay is 70577399.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the 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 Holdings, Inc. These risks and uncertainties include: our ability to identify and complete acquisitions and strategic investments and successfully integrate them into our business, our ability to protect against fraud, the status of our relationship with and condition of third parties upon whom we rely in the conduct of our business, our dependence on a limited number of customers, uncertainties related to the conduct of our business internationally, our ability to effectively hedge our exposure to foreign currency exchange rate fluctuations, our dependence on a limited number of key employees, short product cycles, rapidly changing technologies and maintaining competitive leadership position with respect to our payment solution offerings. For a further list and description of such risks and uncertainties, see our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and our quarterly reports on Form 10-Q . VeriFone is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

Additional Resources:
Investor Contact:
William Nettles - Vice President Corporate Development & IR
Tel: 408-232-7979
Email: ir@verifone.com
http://ir.verifone.com/phoenix.zhtml?c=187628&p=irol-irhome

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

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

FINANCIAL MEASURES
This press release and its attachments include the following non-GAAP financial measures:

  • Gross profit, as adjusted. This non-GAAP financial measure is comprised of gross profit, excluding amortization of purchased core and developed technology and stock-based compensation;
  • Gross margin, as adjusted. This non-GAAP financial measure consists of gross profit, as adjusted, as a percentage of revenue;
  • EBITDA, as adjusted. This non-GAAP financial measure is comprised of net income (loss) excluding interest expense, interest income, income taxes, depreciation, amortization, in-process research and development ("IPR&D"), stock-based compensation, acquisition related charges, restructuring costs, the non-cash portion of loss on debt extinguishment and write-off of capitalized software.
  • EBITDA, as adjusted, as a percentage of net revenue;
  • Non-GAAP net income. This non-GAAP financial measure is comprised of EBITDA, as adjusted, a non-GAAP financial measure, adjusted for interest expense, net, and restatement and other restructuring costs, presented on an after-tax basis;
  • Non-GAAP net income as a percentage of net revenue; and
  • Non-GAAP net income per diluted share.
Reconciliations for the non-GAAP financial measures presented in this press release are provided at the end of this press release.

Management uses non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. Management believes that the use of the non-GAAP financial measures presented in this release, in conjunction with results presented in accordance with GAAP, helps 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 other companies in VeriFone's industry. VeriFone's competitors may, due to differences in capital structure and investment history, have interest, tax, depreciation, amortization, and other non-cash expenses that differ significantly from VeriFone's. Management also uses these non-GAAP financial measures in VeriFone's budget and planning process. In addition, if VeriFone fails to maintain required levels of EBITDA, as adjusted, it could have a default under its credit agreement, potentially resulting in an acceleration of all of its outstanding indebtedness. Management believes that the presentation of these non-GAAP financial measures may be useful to investors for many of the same reasons that management finds these measures useful. 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 may be different from non-GAAP financial measures used by other companies and are not based on any comprehensive set of accounting rules or principles. In addition, these non-GAAP financial measures do not reflect all amounts and costs, such as employee stock-based compensation costs, periodic costs of assets used to generate net revenues and costs to replace those assets, cash expenditures or future requirements for capital expenditures or contractual commitments, cash requirements for working capital needs, interest expense or the cash requirements necessary to service interest or principal payments on VeriFone's debt, income taxes and the related cash requirements, restructuring and impairment charges and losses from discontinued operations, associated with VeriFone's results of operations as determined in accordance with GAAP.

Furthermore, VeriFone expects to continue to incur expenses similar to the non-GAAP adjustments described herein. Management compensates for these limitations by also relying on the comparable GAAP financial measures.

Management excludes the following items from EBITDA as adjusted, a non-GAAP financial measure, when evaluating VeriFone's operational performance:

  • Provision for (benefit from) income taxes. While income taxes are directly related to the amount of pre-tax income, they are also impacted by tax laws and the company's tax structure. As the tax laws and the company's tax structure are not under the control of VeriFone's operational managers, management believes that the provision for (benefit from) income taxes should be excluded when evaluating VeriFone's operational performance.
  • Interest expense and Interest income. While working capital supports the business, management does not believe that related interest expense or interest income is directly attributable to the operating performance of VeriFone's business.
  • Depreciation of property, plant and equipment. Management excludes depreciation because while tangible assets support the business, management does not believe the related depreciation costs are directly attributable to the operating performance of VeriFone's business. In addition, depreciation may not be indicative of current or future capital expenditures.
  • Amortization and write-off of capitalized software. Management excludes amortization and write-off of capitalized software because while capitalized software supports the business, management does not believe the related amortization and write-off costs are directly attributable to the operating performance of VeriFone's business. In addition, amortization and write-off costs of capitalized software may not be indicative of current or future expenditures to develop software.
  • Amortization of certain acquisition related items. VeriFone incurs amortization of purchased core and developed technology assets, amortization of purchased intangible assets, amortization of step-down in deferred revenue on acquisition and amortization of step-up in inventory on acquisition in connection with acquisitions. Management excludes these items because it does not believe these expenses are reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and management does not believe that they have a direct correlation to the operation of VeriFone's business.
  • In-process research and development. VeriFone incurs IPR&D expenses when technological feasibility for acquired technology has not been established at the date of acquisition and no future alternative use for such technology exists. These amounts arise from prior acquisitions and management does not believe they have a direct correlation to the operation of VeriFone's business.
  • Stock-based compensation. These expenses consist primarily of expenses for employee stock options and restricted stock units under SFAS No. 123(R). Management excludes stock-based compensation expenses from non-GAAP financial measures primarily because they are non-cash expenses which management believes are not reflective of ongoing operating results.
  • Acquisition related charges and restructuring costs. This represents charges incurred for consulting services and other professional fees associated with acquisition related activities. These expenses also include charges related to acquisition related restructuring activities, including costs associated with severance, benefits and excess facilities. As management does not believe that these charges directly relate to the operation of VeriFone's business, management believes they should be excluded when evaluating VeriFone's operating performance.
  • Non-cash portion of loss on debt extinguishment. This represents the non-cash portion of loss incurred on the extinguishment of VeriFone's credit facility. While this credit facility supported VeriFone's business, management does not believe the related loss on extinguishment is a cost directly attributable to the operating performance of VeriFone's business.
Management uses Non-GAAP net income, a non-GAAP financial measure, to evaluate VeriFone's overall performance. Non-GAAP net income is determined by adjusting EBITDA, as adjusted, with the following items, presented on an after-tax basis by applying VeriFone's long-term tax rate.
  • Interest expense, net. Since working capital supports the business, management does believe that related interest expense or interest income should be considered when evaluating the overall performance of VeriFone's business.
  • Restatement and other restructuring costs. This represents charges incurred for audit and consulting fees related to the restatement of VeriFone's financial statements for the three quarters in the nine-month period ended July 31, 2007 and other restructuring costs. As management does not believe that these charges directly relate to the operation of VeriFone's business, management believes they should be excluded when evaluating VeriFone's operating performance.

Historically, management used Net income as adjusted to evaluate the business. This non-GAAP financial measure was comprised of net income (loss) excluding amortization of certain acquisition related items, IPR&D, stock-based compensation, acquisition related charges, restructuring costs, the non-cash portion of loss on debt extinguishment and valuation allowance on IPR&D, all presented on an after-tax basis. As a result of changes in VeriFone's non-cash tax valuation allowance, due largely to the acquisition of Lipman and the increasingly complex nature of various foreign tax credits, VeriFone's GAAP tax rates have become very volatile on a quarter-to-quarter basis. Therefore, management believes that going forward a more meaningful financial measure of the business is Non-GAAP net income.