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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


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

(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  77-0277772
(I.R.S. Employer
Identification No.)

1344 Crossman Avenue, Sunnyvale, California 94089

(Address of principal executive offices, including zip code)

(408) 744-9500

(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    [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 Registrant’s common stock, $0.001 par value, outstanding.



 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CHIEF EXECUTIVE OFFICER CERTIFICATION
CHIEF FINANCIAL OFFICER CERTIFICATION
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

Hyperion Solutions Corporation

Form 10-Q

             
        PAGE
         
PART I.    FINANCIAL INFORMATION
       
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            Management’s 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
       
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.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HYPERION SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
                   
      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:
               
 
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.

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HYPERION SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(Unaudited)
                                   
      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
                               
 
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.

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HYPERION SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
                     
        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.

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HYPERION SOLUTIONS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
DECEMBER 31, 2002

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. Hyperion’s 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 Hyperion’s 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. Hyperion’s services are generally not essential to the functionality of the software. Hyperion’s products are fully functional upon delivery of the product and implementation does not require any significant modification or alteration. Hyperion’s 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 Hyperion’s 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.”

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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 Hyperion’s 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.

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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”), “Guarantor’s 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