TEXT-S&P revises Verifone outlook to positive

Tue Dec 18, 2012 5:10pm EST

Overview
     -- San Jose, Calif.-based communications equipment company VeriFone 
Systems Inc. reported 8% year-over-year organic revenue growth in the
quarter ended October 2012.
     -- We expect that the company will continue to increase its presence in 
global merchant payment systems markets and post strong organic revenue growth 
over the coming year, with leverage contained under 3x.
     -- We are revising our rating outlook on the company to positive from 
stable, and affirming our ratings, including the 'BB-' corporate credit rating.
     -- The positive outlook reflects the company's favorable trends and 
prospects for a sustained reduction in leverage.

Rating Action
On Dec. 18, 2012, Standard & Poor's Ratings Services revised its rating 
outlook on San Jose, Calif.-based VeriFone Systems Inc. to positive from 
stable. At the same time, we affirmed our ratings on the company, including 
the 'BB-' corporate credit rating.

Rationale
The outlook revision reflects the company's strong revenue growth, moderating 
leverage, and stable earnings prospects over the coming year, supported by its 
leading presence in global merchant payment systems markets and progress 
integrating recent acquisitions.

Our ratings on VeriFone Systems Inc. reflects the company's leading global 
market share in growing merchant payment systems markets, partially offset by 
the threat of nascent rival payment technologies, resulting in our 
characterization of its business risk profile as "fair". In our assessment, 
the company's leverage of about 3x results in a "significant" financial risk 
profile. We expect the company will maintain its "adequate" liquidity over the 
coming year and we have assessed its management and governance as "fair".

The fair business risk profile reflects the company's relatively narrow yet 
solid market position in payment processing hardware and related services, as 
well as its need to respond to evolving technology and regulatory standards. 
VeriFone's total addressable market continues to expand, with new devices and 
mobile payment solutions offering opportunities for meaningful growth. An 
increasing portion of the company's revenues are from recurring, service-based 
fees, which should continue to contribute to revenue stability.

Operating performance has been strong, with organic revenue growth exceeding 
8% year-over-year in its fiscal fourth quarter in constant currency, as well 
as 14% its fiscal year ended October 2012. We expect the expansion of emerging 
markets and development of new payment products will support low-double digit 
revenue growth prospects over the coming 12 months. The company's EBITDA 
margin was about 25% for the last 12 months ended October 2012, an improvement 
from an 18% margin in 2010. VeriFone's continuing shift toward service-based 
revenues, combined with growth-related operating efficiencies, should support 
consistent operating performance over the coming year.

VeriFone's significant financial risk profile reflects leverage of about 3x as 
of October 2012, adjusted for operating leases. We expect EBITDA growth and a 
moderation in acquisition integration costs should result in leverage below 3x 
within the next year. We note that VeriFone acquired Point and Hypercom in 
October 2011 and January 2012, respectively.  Over the coming year, we expect 
Verifone will pursue tuck-in acquisition targets and may commence share 
repurchase spending within a 3x leverage framework. We note that the company's 
credit facility agreement currently limits restricted payments to within a 3x 
leverage framework, with modest allowances. 

Liquidity
VeriFone has adequate liquidity. The company ended the October 2012 quarter 
with $454 million of cash as well as more than $200 million of availability 
under its $425 million revolving credit facility expiring 2016. Most of the 
cash is held overseas and is subject to repatriation tax. Liquidity sources 
also include the company's free cash flow, which we expect will amount to 
about $300 million over the coming year.

Our assessment of VeriFone's liquidity profile also incorporates the following 
expectations, assumptions, and factors:
     -- We expect sources of liquidity to exceed uses by 1.2x or more over the 
next 12 to 24 months.
     -- We expect net sources would be positive in the near term, even with a 
15% decline in estimated EBITDA in the next 12 months.
     -- Because of the company's consistently positive discretionary cash 
flow, we believe it has moderate capacity to absorb low-probability, 
high-impact shocks at the current rating level. However, this is partially 
offset by potential acquisition and share repurchase spending.

Recovery analysis
The rating on VeriFone's senior secured credit facilities is 'BB' (one notch 
higher than the corporate credit rating). The recovery rating on these 
facilities is currently '2', indicating our expectation of substantial (70% to 
90%) recovery for lenders in the event of a payment default. (For more detail, 
please see our updated recovery report on VeriFone to be published on 
RatingsDirect.

Outlook
The positive outlook reflects the company's favorable operating trends and 
prospects, supported by its increasing presence in global merchant payment 
systems markets. If the company is able to maintain organic revenue growth and 
earnings stability, and a commitment to contain leverage to 3x or less, we 
could raise our ratings on the company. Conversely, we could revise the 
outlook to stable were the company's operating performance to unexpectedly 
weaken from current levels or if more aggressive pursuit of acquisitions or 
share repurchases resulted in sustained leverage in excess of 3x.

Related Criteria And Research
     -- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012
     -- Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011
     -- Use Of CreditWatch And Outlooks, Sept. 14, 2009
     -- Criteria Guidelines For Recovery Ratings, Aug. 10, 2009
     -- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008
     -- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008
     -- 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008

Ratings List

Ratings Affirmed; Recovery Ratings Unchanged; Outlook Action
                                        To                 From
VeriFone Systems Inc.
 Corporate Credit Rating                BB-/Positive/      BB-/Stable/--

VeriFone Inc.
 Corporate Credit Rating                BB-/Positive/--    BB-/Stable/--
 Senior Secured                         BB                 BB
  Recovery Rating                       2                  2


Complete ratings information is available to subscribers of RatingsDirect on 
the Global Credit Portal at www.globalcreditportal.com. All ratings affected 
by this rating action can be found on Standard & Poor's public Web site at 
www.standardandpoors.com. Use the Ratings search box located in the left 
column.
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