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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

     
o   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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

As of May 9, 2003, there were 36,456,155 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 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):   3
       Condensed Consolidated Balance Sheets at March 31, 2003 and June 30, 2002   3
   
   Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended March 31, 2003 and 2002
  4
       Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2003 and 2002   5
       Notes to Condensed Consolidated Financial Statements   6
Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations   11
Item 3   Quantitative and Qualitative Disclosures About Market Risk   18
Item 4   Controls and Procedures   18
PART II. OTHER INFORMATION    
Item 1   Legal Proceedings   19
Item 6   Exhibits and Reports on Form 8-K   19
    Signatures   20
    Chief Executive Officer Certification   21
    Chief Financial Officer Certification   22
    Exhibit Index   23

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)
                   
      March 31,   June 30,
      2003   2002
     
 
      (Unaudited)        
ASSETS
               
Current assets:
               
 
Cash and cash equivalents
  $ 378,860     $ 311,130  
 
Short-term investments
    9,923       19,128  
 
Accounts receivable, net of allowances of $10,460 and $10,660
    77,287       110,196  
 
Deferred income taxes
    13,718       15,495  
 
Prepaid expenses and other current assets
    14,293       17,240  
 
 
   
     
 
TOTAL CURRENT ASSETS
    494,081       473,189  
Property and equipment, net
    65,586       69,866  
Goodwill
    8,281       8,171  
Intangible assets, net
    7,103       8,493  
Deferred income taxes
    17,338       17,993  
Other assets
    5,964       6,178  
 
 
   
     
 
TOTAL ASSETS
  $ 598,353     $ 583,890  
 
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
 
Accounts payable and accrued expenses
  $ 39,455     $ 50,858  
 
Accrued employee compensation and benefits
    33,484       39,005  
 
Income taxes payable
    232        
 
Deferred revenue
    99,279       94,910  
 
Other current liabilities
    4,595       6,915  
 
 
   
     
 
TOTAL CURRENT LIABILITIES
    177,045       191,688  
Long-term debt
    50,040       80,802  
Other liabilities
    11,686       11,743  
Commitments and 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; 36,384 and 34,662 shares issued and outstanding
    36       35  
 
Additional paid-in capital
    264,722       227,563  
 
Treasury stock, at cost: 1,343 and 1,344 common shares
    (23,091 )     (23,097 )
 
Deferred stock-based compensation
    (3,090 )      
 
Retained earnings
    128,420       103,472  
 
Accumulated other comprehensive loss
    (7,415 )     (8,316 )
 
 
   
     
 
TOTAL STOCKHOLDERS’ EQUITY
    359,582       299,657  
 
 
   
     
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 598,353     $ 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   Nine Months Ended
      March 31,   March 31,
      2003   2002   2003   2002
     
 
 
 
REVENUES
                               
 
Software licenses
  $ 50,449     $ 49,979     $ 146,176     $ 134,977  
 
Maintenance and services
    76,110       69,980       226,299       221,221  
 
 
   
     
     
     
 
TOTAL REVENUES
    126,559       119,959       372,475       356,198  
COSTS AND EXPENSES
                               
Cost of revenues:
                               
 
Software licenses
    4,136       4,256       10,782       10,823  
 
Maintenance and services
    34,119       32,529       98,654       103,205  
Sales and marketing
    46,932       44,604       136,672       129,661  
Research and development
    18,598       18,124       54,577       53,743  
General and administrative
    10,412       16,279       34,231       47,008  
Restructuring charges
          (418 )     596       44  
 
 
   
     
     
     
 
TOTAL COSTS AND EXPENSES
    114,197       115,374       335,512       344,484  
 
 
   
     
     
     
 
OPERATING INCOME
    12,362       4,585       36,963       11,714  
Interest and other income
    1,458       1,437       4,491       5,504  
Interest and other expense
    (698 )     (1,202 )     (2,332 )     (3,531 )
Gain on redemption of debt
                478        
 
 
   
     
     
     
 
INCOME BEFORE INCOME TAXES
    13,122       4,820       39,600       13,687  
Provision for income taxes
    4,855       1,735       14,652       4,927  
 
 
   
     
     
     
 
NET INCOME
  $ 8,267     $ 3,085     $ 24,948     $ 8,760  
 
 
   
     
     
     
 
Other comprehensive income (loss)
    243       (1,067 )     901       276  
 
 
   
     
     
     
 
COMPREHENSIVE INCOME
  $ 8,510     $ 2,018     $ 25,849     $ 9,036  
 
 
   
     
     
     
 
EARNINGS PER SHARE
                               
 
Basic
  $ 0.24     $ 0.09     $ 0.73     $ 0.27  
 
Diluted
  $ 0.23     $ 0.09     $ 0.71     $ 0.26  
WEIGHTED AVERAGE SHARES OUTSTANDING
                               
 
Basic
    34,795       32,918       34,119       32,694  
 
Diluted
    36,078       34,107       35,231       33,259  

See accompanying notes to condensed consolidated financial statements.

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HYPERION SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
                     
        Nine Months Ended
        March 31,
        2003   2002
       
 
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net income
  $ 24,948     $ 8,760  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Gain on redemption of debt
    (478 )      
 
Gain on sale of assets
    (35 )      
 
Depreciation and amortization
    21,113       24,067  
 
Provision for accounts receivable allowances
    5,378       14,358  
 
Deferred income taxes
    2,449       314  
 
Income tax benefit from exercise of stock options
    4,946       974  
Changes in operating assets and liabilities:
               
 
Accounts receivable
    28,769       46,290  
 
Prepaid expenses and other current assets
    (464 )     694  
 
Other assets
    (203 )     (304 )
 
Accounts payable and accrued expenses
    (10,760 )     (7,592 )
 
Accrued employee compensation and benefits
    (5,793 )     (903 )
 
Income taxes payable
    3,899       (3,102 )
 
Deferred revenue
    3,183       (13,107 )
 
Other current liabilities
    (3,810 )     (6,780 )
 
Other liabilities
    (297 )     (2,166 )
 
   
     
 
Net cash provided by operating activities
    72,845       61,503  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
 
Purchases of investments
    (12,093 )     (29,657 )
 
Proceeds from maturities of investments
    21,280       41,203  
 
Purchases of property and equipment
    (13,635 )     (10,740 )
 
Proceeds from sale of property and equipment
    455        
 
Purchases of intangible assets
    (1,647 )     (3,935 )
 
Payments for acquisitions
          (1,000 )
 
   
     
 
Net cash used in investing activities
    (5,640 )     (4,129 )
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
Principal payments on mortgage loan
    (2,298 )     (180 )
 
Redemption of debt
    (27,930 )      
 
Treasury stock transactions, net
    6       64  
 
Proceeds from exercise of stock options and employee stock purchase plan
    29,058       8,629  
 
   
     
 
Net cash provided by (used in) financing activities
    (1,164 )     8,513  
Effect of exchange rate on cash and cash equivalents
    1,689       911  
 
   
     
 
INCREASE IN CASH AND CASH EQUIVALENTS
    67,730       66,798  
Cash and cash equivalents at beginning of period
    311,130       232,904  
 
   
     
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 378,860     $ 299,702  
 
   
     
 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
   
Cash paid for income taxes
  $ 2,788     $ 6,062  
   
Cash paid for interest
  $ 3,097     $ 4,129  

See accompanying notes to condensed consolidated financial statements.

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HYPERION SOLUTIONS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2003

1.     Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared 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 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 the 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. 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 nine months ended March 31, 2003 and 2002 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 available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income available to common stockholders by 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   Nine Months Ended
    March 31,   March 31,
    2003   2002   2003   2002
   
 
 
 
Net income
  $ 8,267     $ 3,085     $ 24,948     $ 8,760  
Shares used in computing basic EPS
    34,795       32,918       34,119       32,694  
Effect of potentially dilutive securities
    1,283       1,189       1,112       565  
 
   
     
     
     
 
Shares used in computing diluted EPS
    36,078       34,107       35,231       33,259  
 
   
     
     
     
 
Basic EPS
  $ 0.24     $ 0.09     $ 0.73     $ 0.27  
Diluted EPS
  $ 0.23     $ 0.09     $ 0.71     $ 0.26  

For the three months ended March 31, 2003 and 2002, stock option rights totaling 2.3 million shares and 2.6 million shares, respectively, have been excluded from the diluted EPS calculations because their effect would have been antidilutive. For the nine months ended March 31, 2003 and 2002, stock option rights totaling 2.6 million shares and 5.6 million shares, respectively, have been excluded from the diluted EPS calculations because their effect would have been antidilutive.

For the three months ended March 31, 2003 and 2002, 0.9 million and 1.6 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 nine months ended March 31, 2003 and 2002, 1.2 million and 1.6 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.

Stock-Based Compensation

Hyperion has adopted the disclosure requirements of SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure” during the quarter ended March 31, 2003. SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation and also amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the methods of accounting for stock-based employee compensation and the effect of the method used on reported results. As permitted by SFAS 148 and SFAS 123, Hyperion continues to apply the accounting provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Hyperion generally grants its stock options at exercise prices equal to the fair market value of the underlying stock on the date of grant and, therefore, under APB Opinion No. 25, no compensation expense is recognized in the statements of income. Had Hyperion

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recorded compensation expense based on the estimated grant date fair value, as defined by SFAS No. 123, for awards granted under its stock option plans and stock purchase plan, Hyperion’s net income and earnings per share would have been reduced to the pro forma amounts below (in thousands, except per share amounts):

                                   
      Three Months Ended   Nine Months Ended
      March 31,   March 31,
      2003   2002   2003   2002
   </