UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[ü] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
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 000-26934
Hyperion Solutions Corporation
| Delaware (State or other jurisdiction of incorporation or organization) |
77-0277772 (I.R.S. Employer Identification No.) |
1344 Crossman Avenue, Sunnyvale, California 94089
(408) 744-9500
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 [ü] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ü] No [ ]
As of February 3, 2003, there were 34,877,906 shares of the Registrants common stock, $0.001 par value, outstanding.
Hyperion Solutions Corporation
Form 10-Q
| PAGE | ||||||
PART I. FINANCIAL INFORMATION |
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Item 1 Financial Statements (Unaudited): |
||||||
Condensed Consolidated Balance Sheets at December 31, 2002 and June 30, 2002 |
2 | |||||
Condensed Consolidated Statements of Income and Comprehensive Income for the three and six
months ended December 31, 2002 and 2001 |
3 | |||||
Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2002
and 2001 |
4 | |||||
Notes to Condensed Consolidated Financial Statements |
5 | |||||
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations |
9 | |||||
Item 3 Quantitative and Qualitative Disclosures About Market Risk |
16 | |||||
Item 4 Controls and Procedures |
17 | |||||
PART II. OTHER INFORMATION |
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Item 1 Legal Proceedings |
18 | |||||
Item 4 Submission of Matters to a Vote of Security Holders |
18 | |||||
Item 6 Exhibits and Reports on Form 8-K |
19 | |||||
Signatures |
20 | |||||
Certifications |
21 | |||||
Hyperion, the Hyperion H logo, Essbase, Hyperion Essbase XTD, Hyperion Planning, Hyperion Financial Management, Hyperion Performance Scorecard, Hyperion Business Modeling, Hyperion Pillar, and Hyperion Enterprise are registered trademarks or trademarks of Hyperion Solutions Corporation. All other trademarks and company names mentioned are the property of their respective owners. All rights reserved.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HYPERION SOLUTIONS CORPORATION
| December 31, | June 30, | ||||||||
| 2002 | 2002 | ||||||||
| (Unaudited) | |||||||||
ASSETS
|
|||||||||
Current assets: |
|||||||||
Cash and cash equivalents |
$ | 334,174 | $ | 311,130 | |||||
Short-term investments |
18,108 | 19,128 | |||||||
Accounts receivable, net of allowances of $11,534 and $10,660 |
86,492 | 110,196 | |||||||
Deferred income taxes |
14,940 | 15,495 | |||||||
Prepaid expenses and other current assets |
15,677 | 17,240 | |||||||
TOTAL CURRENT ASSETS |
469,391 | 473,189 | |||||||
Property and equipment, net |
67,632 | 69,866 | |||||||
Goodwill |
8,067 | 8,171 | |||||||
Intangible assets, net |
8,380 | 8,493 | |||||||
Deferred income taxes |
18,312 | 17,993 | |||||||
Other assets |
6,545 | 6,178 | |||||||
TOTAL ASSETS |
$ | 578,327 | $ | 583,890 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||||
Current liabilities: |
|||||||||
Accounts payable and accrued expenses |
$ | 41,741 | $ | 50,858 | |||||
Accrued employee compensation and benefits |
36,984 | 39,005 | |||||||
Income taxes payable |
883 | | |||||||
Deferred revenue |
89,326 | 94,910 | |||||||
Other current liabilities |
5,859 | 6,915 | |||||||
TOTAL CURRENT LIABILITIES |
174,793 | 191,688 | |||||||
Long-term debt |
50,040 | 80,802 | |||||||
Other liabilities |
11,874 | 11,743 | |||||||
Contingencies (Note 3) |
|||||||||
Stockholders equity: |
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Preferred stock $0.001 par value; 5,000 shares authorized; none issued |
| | |||||||
Common stock $0.001 par value; 300,000 shares authorized;
35,851 and 34,662 shares issued and outstanding |
36 | 35 | |||||||
Additional paid-in capital |
252,186 | 227,563 | |||||||
Treasury stock, at cost: 1,344 and 1,344 common shares |
(23,097 | ) | (23,097 | ) | |||||
Retained earnings |
120,153 | 103,472 | |||||||
Accumulated other comprehensive loss |
(7,658 | ) | (8,316 | ) | |||||
TOTAL STOCKHOLDERS EQUITY |
341,620 | 299,657 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 578,327 | $ | 583,890 | |||||
See accompanying notes to condensed consolidated financial statements.
2
HYPERION SOLUTIONS CORPORATION
| Three Months Ended | Six Months Ended | ||||||||||||||||
| December 31, | December 31, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
REVENUES |
|||||||||||||||||
Software licenses |
$ | 51,136 | $ | 46,190 | $ | 95,727 | $ | 84,998 | |||||||||
Maintenance and services |
74,901 | 72,713 | 150,189 | 151,241 | |||||||||||||
TOTAL REVENUES |
126,037 | 118,903 | 245,916 | 236,239 | |||||||||||||
COSTS AND EXPENSES |
|||||||||||||||||
Cost of revenues
|
|||||||||||||||||
Software licenses |
3,596 | 3,572 | 6,646 | 6,567 | |||||||||||||
Maintenance and services |
32,156 | 34,343 | 64,535 | 70,676 | |||||||||||||
Sales and marketing |
48,662 | 43,610 | 89,740 | 85,057 | |||||||||||||
Research and development |
18,107 | 16,723 | 35,979 | 35,619 | |||||||||||||
General and administrative |
11,853 | 15,405 | 23,819 | 30,729 | |||||||||||||
Restructuring charges |
596 | 180 | 596 | 462 | |||||||||||||
TOTAL COSTS AND EXPENSES |
114,970 | 113,833 | 221,315 | 229,110 | |||||||||||||
OPERATING INCOME |
11,067 | 5,070 | 24,601 | 7,129 | |||||||||||||
Interest income |
1,574 | 1,925 | 3,033 | 4,067 | |||||||||||||
Interest expense |
(852 | ) | (1,168 | ) | (1,634 | ) | (2,329 | ) | |||||||||
Gain on redemption of debt |
226 | | 478 | | |||||||||||||
INCOME BEFORE INCOME TAXES |
12,015 | 5,827 | 26,478 | 8,867 | |||||||||||||
Provision for income taxes |
4,446 | 2,098 | 9,797 | 3,192 | |||||||||||||
NET INCOME |
$ | 7,569 | $ | 3,729 | $ | 16,681 | $ | 5,675 | |||||||||
Other comprehensive income (loss) |
1,489 | (1,226 | ) | 658 | 1,343 | ||||||||||||
COMPREHENSIVE INCOME |
$ | 9,058 | $ | 2,503 | $ | 17,339 | $ | 7,018 | |||||||||
EARNINGS PER SHARE |
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Basic |
$ | 0.22 | $ | 0.11 | $ | 0.49 | $ | 0.17 | |||||||||
Diluted |
$ | 0.21 | $ | 0.11 | $ | 0.48 | $ | 0.17 | |||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING |
|||||||||||||||||
Basic |
34,173 | 32,724 | 34,056 | 32,584 | |||||||||||||
Diluted |
35,448 | 33,128 | 35,069 | 32,835 | |||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
HYPERION SOLUTIONS CORPORATION
| Six Months Ended | ||||||||||
| December 31, | ||||||||||
| 2002 | 2001 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||
Net income |
$ | 16,681 | $ | 5,675 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||
Gain on redemption of debt |
(478 | ) | | |||||||
Gain on sale of assets |
(8 | ) | | |||||||
Depreciation and amortization |
14,395 | 16,482 | ||||||||
Provision for accounts receivable allowances |
5,376 | 7,279 | ||||||||
Deferred income taxes |
249 | (2,166 | ) | |||||||
Income tax benefit from exercise of stock options |
3,148 | 387 | ||||||||
Changes in operating assets and liabilities: |
||||||||||
Accounts receivable |
19,324 | 47,603 | ||||||||
Prepaid expenses and other current assets |
(1,875 | ) | 3,010 | |||||||
Other assets |
(731 | ) | (265 | ) | ||||||
Accounts payable and accrued expenses |
(9,062 | ) | (8,901 | ) | ||||||
Accrued employee compensation and benefits |
(2,410 | ) | 1,400 | |||||||
Income taxes payable |
4,590 | 263 | ||||||||
Deferred revenue |
(6,790 | ) | (21,741 | ) | ||||||
Other current liabilities |
(1,489 | ) | (2,626 | ) | ||||||
Other liabilities |
(240 | ) | (2,827 | ) | ||||||
Net cash provided by operating activities |
40,680 | 43,573 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||
Purchases of investments |
(10,093 | ) | (23,684 | ) | ||||||
Proceeds from maturities of investments |
11,114 | 35,203 | ||||||||
Purchases of property and equipment |
(10,668 | ) | (2,647 | ) | ||||||
Proceeds from disposal of property and equipment |
285 | | ||||||||
Purchases of intangible assets |
(1,190 | ) | (3,818 | ) | ||||||
Payments for acquisitions |
| (1,000 | ) | |||||||
Net cash provided by (used in) investing activities |
(10,552 | ) | 4,054 | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||
Principal payments on mortgage loan |
(2,298 | ) | (119 | ) | ||||||
Redemption of debt |
(27,930 | ) | | |||||||
Treasury stock transactions, net |
| 64 | ||||||||
Proceeds from exercise of stock options and employee stock purchase plan |
21,476 | 5,550 | ||||||||
Net cash provided by (used in) financing activities |
(8,752 | ) | 5,495 | |||||||
Effect of exchange rate on cash and cash equivalents |
1,668 | 1,998 | ||||||||
INCREASE IN CASH AND CASH EQUIVALENTS |
23,044 | 55,120 | ||||||||
Cash and cash equivalents at beginning of period |
311,130 | 232,904 | ||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 334,174 | $ | 288,024 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||||
Cash paid for income taxes |
$ | 1,843 | $ | 4,873 | ||||||
Cash paid for interest |
$ | 1,949 | $ | 2,082 | ||||||
See accompanying notes to condensed consolidated financial statements.
4
HYPERION SOLUTIONS CORPORATION
1. Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations. However, management believes that the disclosures are adequate to ensure the information presented is not misleading. The balance sheet at June 30, 2002 has been derived from the audited financial statements, but does not include all disclosures required by generally accepted accounting principles. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our annual report on Form 10-K for the fiscal year ended June 30, 2002.
In the opinion of management, all adjustments, consisting only of normal recurring items, considered necessary for a fair presentation have been included in the accompanying unaudited financial statements. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for our fiscal year ending June 30, 2003. Certain prior period balances have been reclassified to conform to the current period presentation.
2. Significant Accounting Policies
Revenue Recognition
Hyperion derives revenues from licensing its software products and providing maintenance and professional services. Hyperions standard software license agreement is a perpetual license to use its products on an end user, concurrent user or central processing unit basis. Hyperion records revenue from licensing of software products to end users provided there is persuasive evidence of an arrangement, the fee is fixed or determinable, collection is reasonably assured and delivery of the product has occurred as prescribed by Statement of Position (SOP) No. 97-2, Software Revenue Recognition, issued by the American Institute of Certified Public Accountants. For arrangements with multiple elements, and for which vendor specific objective evidence (VSOE) of fair value exists for the undelivered elements, revenue is recognized for the delivered elements based upon the residual method in accordance with SOP No. 98-9, Modifications of SOP 97-2 with Respect to Certain Transactions. VSOE of fair value for all elements of an arrangement is based upon the normal pricing and discounting practices for those products and services when sold separately. VSOE of fair value for services is based upon the standard hourly rate Hyperion charges for such services when sold separately. VSOE of fair value for maintenance is measured by the stated renewal rates included in the contracts. If the fair value of any undelivered element included in a multiple-element arrangement cannot be objectively determined, revenue is deferred until all elements are delivered, services have been performed or until fair value can be objectively determined. License revenue from resellers or distributors is recognized upon sell-through to the end customer. Amounts billed or payments received in advance of revenue recognition are recorded as deferred revenue.
Maintenance agreements are generally a twelve-month prepaid contract that is recognized ratably over the period. Customers may also enter into professional services arrangements that are typically on a time and materials basis and include consulting and training services. Consulting and training revenues are typically recognized as earned. Consulting revenues are generated primarily from implementation services related to the installation of Hyperions products. These arrangements are generally accounted for separately from the license revenue because the arrangements qualify as service transactions as defined in SOP No. 97-2. Hyperions services are generally not essential to the functionality of the software. Hyperions products are fully functional upon delivery of the product and implementation does not require any significant modification or alteration. Hyperions services often include assistance with product adoption. Other significant factors considered in determining whether the revenue should be accounted for separately include degree of risk, availability of services from other vendors, timing of payments and impact of milestones or acceptance criteria on the realizability of the software license fee. Customers generally purchase these services to facilitate the adoption of Hyperions products and obtain dedicated personnel to participate in the services being performed, but they may also decide to use their own internal resources or appoint other professional service organizations to provide these services. Payments related to the software product to which the services relate are typically billed independently from the services and, therefore, are not coincident with performance of such services. License agreements generally do not include acceptance provisions. If an arrangement does not qualify for separate accounting of the license and service elements, license revenue is generally recognized together with the consulting services using the percentage-of-completion method of contract accounting in accordance with SOP No. 81-1, Accounting for Performance of Construction-Type and Certain Product-Type Contracts and Accounting Research Bulletin No. 45, Long-Term Construction-Type Contracts.
5
Allowance for Doubtful Accounts
Hyperion makes judgments as to its ability to collect outstanding receivables and provides allowances for a portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are made at differing rates, based upon the age of the receivable. In determining these percentages, Hyperion analyzes its historical collection experience, customer concentrations, customer credit-worthiness and current economic trends. If the historical data used to calculate the allowance provided for doubtful accounts does not reflect the future ability to collect outstanding receivables, additional provisions for doubtful accounts may be needed.
Comprehensive Income
Comprehensive income includes foreign currency translation gains and losses and unrealized gains and losses on available-for-sale securities. The net unrealized gains and losses on available-for-sale securities for the three and six months ended December 31, 2002 and 2001 were not material.
Earnings Per Share
Earnings per share (EPS) is computed in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options and shares issuable upon conversion of Hyperions convertible subordinated notes. Potentially dilutive securities are excluded from the computation of diluted EPS if their effect would be antidilutive.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||
Net income |
$ | 7,569 | $ | 3,729 | $ | 16,681 | $ | 5,675 | ||||||||
Shares used in computing basic EPS |
34,173 | 32,724 | 34,056 | 32,584 | ||||||||||||
Dilutive effect of stock options |
1,275 | 404 | 1,013 | 251 | ||||||||||||
Shares used in computing diluted EPS |
35,448 | 33,128 | 35,069 | 32,835 | ||||||||||||
Basic EPS |
$ | 0.22 | $ | 0.11 | $ | 0.49 | $ | 0.17 | ||||||||
Diluted EPS |
$ | 0.21 | $ | 0.11 | $ | 0.48 | $ | 0.17 | ||||||||
For the three and six months ended December 31, 2002, stock option rights totaling 2.2 million shares and 2.7 million shares, respectively, have been excluded from the diluted EPS calculations because their effect would have been antidilutive. For the three and six months ended December 31, 2001, stock option rights totaling 5.4 million shares and 5.7 million shares, respectively, have been excluded from the diluted EPS calculations because their effect would have been antidilutive.
For the three and six months ended December 31, 2002, 1.2 million and 1.3 million shares of common stock, respectively, issuable upon conversion of the convertible subordinated notes have been excluded from the diluted EPS calculations because their effect would have been antidilutive. For the three and six months ended December 31, 2001, 1.6 million shares of common stock issuable upon conversion of the convertible subordinated notes have been excluded from the diluted EPS calculations because their effect would have been antidilutive.
Recent Accounting Pronouncements
In January 2002, the Emerging Issues Task Force (EITF) issued EITF Issue No. 01-14 Income Statement Characterization of Reimbursements Received for Out of Pocket Expenses Incurred, which requires that reimbursements received for out-of-pocket expenses be reflected as revenues in the statement of income. EITF No. 01-14 is effective for financial reporting periods beginning after December 15, 2001. Hyperion adopted EITF No. 01-14 on January 1, 2002 and reclassified the statements of income for the three and six months ended December 31, 2001 to conform to the current presentation. As a result, approximately $2.3 million and $4.9 million have been reclassified primarily from cost of maintenance and services into maintenance and services revenue for the three and six months ended December 31, 2001, respectively.
6
In July 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which nullifies EITF Issue No. 94-3. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, whereas EITF No. 94-3 had required recognition of the liability as of the commitment date of an exit plan. This statement is effective for exit or disposal activities initiated after December 31, 2002. Hyperion is currently assessing the impact of SFAS No. 146 on its financial position and results of operations.
In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 also requires additional disclosure by a guarantor in its interim and annual financial statements about its obligations under certain guarantees. The initial recognition and measurement provisions of FIN 45 are applicable for guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. Hyperion believes that the adoption of FIN 45 will not have a material impact on its financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The interim disclosure requirements are effective for interim periods ending after December 15, 2002. Hyperion will adopt the disclosure requirements of SFAS No. 148 in its March 31, 2003 quarterly financial statements.
In January 2003, the FASB issued FASB Inte