UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 (Registrants 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 Registrants common stock, $0.001 par value, outstanding.
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 | Managements 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.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HYPERION SOLUTIONS CORPORATION
| 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.
2
HYPERION SOLUTIONS CORPORATION
| 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.
3
HYPERION SOLUTIONS CORPORATION
| 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.
4
HYPERION SOLUTIONS CORPORATION
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. 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. 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 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 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 | 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
6
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, Hyperions 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 | ||||||||||||||