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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 December 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 January 31, 2004, there were 38,134,202 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
EXHIBIT INDEX
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2


Table of Contents

Hyperion Solutions Corporation

Form 10-Q

                   
              PAGE
PART I. FINANCIAL INFORMATION
Item 1  
Financial Statements (Unaudited):
       
         
Condensed Consolidated Balance Sheets as of December 31, 2003 and June 30, 2003
    2  
         
Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended December 31, 2003 and 2002
    3  
         
Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2003 and 2002
    4  
         
Notes to Condensed Consolidated Financial Statements
    5  
Item 2  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    14  
Item 3  
Quantitative and Qualitative Disclosures About Market Risk
    25  
Item 4  
Controls and Procedures
    26  
PART II. OTHER INFORMATION        
Item 1  
Legal Proceedings
    26  
Item 4  
Submission of Matters to a Vote of Security Holders
    26  
Item 6  
Exhibits and Reports on Form 8-K
    27  
       
Signatures
    28  
       
Exhibit Index
    29  

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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Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HYPERION SOLUTIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

                   
      December 31,   June 30,
      2003   2003
     
 
      (Unaudited)        
ASSETS
               
Current assets:
               
 
Cash and cash equivalents
  $ 305,446     $ 398,040  
 
Short-term investments
    9,061       18,514  
 
Accounts receivable, net of allowances of $9,248 and $8,231
    121,001       98,774  
 
Deferred income taxes
    11,333       12,890  
 
Prepaid expenses and other current assets
    19,030       18,498  
 
   
     
 
TOTAL CURRENT ASSETS
    465,871       546,716  
Property and equipment, net
    70,366       67,533  
Goodwill
    139,191       12,774  
Intangible assets, net
    35,367       8,120  
Deferred income taxes
    20,610       13,633  
Other assets
    5,846       5,982  
 
 
   
     
 
TOTAL ASSETS
  $ 737,251     $ 654,758  
 
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
 
Accounts payable and accrued expenses
  $ 62,584     $ 45,631  
 
Accrued employee compensation and benefits
    46,157       41,637  
 
Deferred revenue
    122,698       104,868  
 
Other current liabilities
    5,638       3,931  
 
 
   
     
 
TOTAL CURRENT LIABILITIES
    237,077       196,067  
Long-term debt
          50,040  
Other liabilities
    26,237       11,326  
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; 38,737 and 36,654 shares issued; 38,453 and 36,105 shares outstanding
    39       37  
 
Additional paid-in capital
    395,155       278,339  
 
Treasury stock, at cost: 284 and 549 common shares
    (5,254 )     (10,847 )
 
Deferred stock-based compensation
    (7,346 )     (2,893 )
 
Retained earnings
    92,897       137,582  
 
Accumulated other comprehensive loss
    (1,554 )     (4,893 )
 
 
   
     
 
TOTAL STOCKHOLDERS’ EQUITY
    473,937       397,325  
 
 
   
     
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 737,251     $ 654,758  
 
 
   
     
 

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

HYPERION SOLUTIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share data)
(Unaudited)

                                   
      Three Months Ended   Six Months Ended
      December 31,   December 31,
      2003   2002   2003   2002
     
 
 
 
REVENUES
                               
 
Software licenses
  $ 59,701     $ 51,136     $ 102,746     $ 95,727  
 
Maintenance and services
    96,435       74,901       176,942       150,189  
 
   
     
     
     
 
TOTAL REVENUES
    156,136       126,037       279,688       245,916  
COSTS AND EXPENSES
                               
Cost of revenues:
                               
 
Software licenses
    3,408       3,596       6,467       6,646  
 
Maintenance and services
    37,045       32,156       67,506       64,535  
Sales and marketing
    58,255       48,662       100,697       89,740  
Research and development
    23,573       18,107       43,357       35,979  
General and administrative
    15,950       11,853       28,870       23,819  
Restructuring charges
    3,516       596       3,516       596  
In-process research and development
    2,300             2,300        
 
 
   
     
     
     
 
TOTAL COSTS AND EXPENSES
    144,047       114,970       252,713       221,315  
 
 
   
     
     
     
 
OPERATING INCOME
    12,089       11,067       26,975       24,601  
Interest and other income
    1,123       1,574       2,263       3,033  
Interest and other expense
    (420 )     (852 )     (1,072 )     (1,634 )
Gain (loss) on redemption of debt
    (936 )     226       (936 )     478  
 
 
   
     
     
     
 
INCOME BEFORE INCOME TAXES
    11,856       12,015       27,230       26,478  
Income tax provision
    5,238       4,446       10,925       9,797  
 
 
   
     
     
     
 
NET INCOME
  $ 6,618     $ 7,569     $ 16,305     $ 16,681  
 
 
   
     
     
     
 
Other comprehensive income
    2,964       1,489       3,339       658  
 
 
   
     
     
     
 
COMPREHENSIVE INCOME
  $ 9,582     $ 9,058     $ 19,644     $ 17,339  
 
 
   
     
     
     
 
Basic net income per share
  $ 0.17     $ 0.22     $ 0.44     $ 0.49  
Diluted net income per share
  $ 0.16     $ 0.21     $ 0.42     $ 0.48  
Shares used in computing basic net income per share
    38,544       34,173       37,221       34,056  
Shares used in computing diluted net income per share
    40,166       35,448       38,976       35,069  

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

HYPERION SOLUTIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

                     
        Six Months Ended
        December 31,
        2003   2002
       
 
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net income
  $ 16,305     $ 16,681  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
(Gain) loss on redemption of debt
    936       (478 )
 
(Gain) loss on sale of assets
    96       (8 )
 
Depreciation and amortization
    16,407       14,395  
 
Provision for accounts receivable allowances
    4,226       5,376  
 
Deferred income taxes
    334       249  
 
Income tax benefit from exercise of stock options
    3,310       3,148  
 
In-process research and development
    2,300        
Changes in operating assets and liabilities:
               
 
Accounts receivable
    (3,700 )     19,324  
 
Prepaid expenses and other current assets
    (874 )     (1,875 )
 
Other assets
    1,296       (731 )
 
Accounts payable and accrued expenses
    (6,027 )     (9,062 )
 
Accrued employee compensation and benefits
    (5,713 )     (2,410 )
 
Income taxes payable
    4,145       4,590  
 
Deferred revenue
    (13,526 )     (6,790 )
 
Other current liabilities
    1,707       (1,489 )
 
Other liabilities
    (715 )     (240 )
 
   
     
 
Net cash provided by operating activities
    20,507       40,680  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
 
Purchases of investments
    (2,104 )     (10,093 )
 
Proceeds from maturities of investments
    25,434       11,114  
 
Purchases of property and equipment
    (8,756 )     (10,668 )
 
Proceeds from sale of property and equipment
    47       285  
 
Purchases of intangible assets
    (971 )     (1,190 )
 
Payments for acquisitions, net of cash acquired
    (6,494 )      
 
   
     
 
Net cash provided by (used in) investing activities
    7,156       (10,552 )
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
Principal payments on mortgage loan
          (2,298 )
 
Redemption of debt
    (50,683 )     (27,930 )
 
Purchases of common stock
    (91,967 )      
 
Proceeds from issuance of common stock
    18,307       21,476  
 
   
     
 
Net cash used in financing activities
    (124,343 )     (8,752 )
Effect of exchange rate on cash and cash equivalents
    4,086       1,668  
 
   
     
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (92,594 )     23,044  
Cash and cash equivalents at beginning of period
    398,040       311,130  
 
   
     
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 305,446     $ 334,174  
 
   
     
 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
   
Cash paid for interest
  $ 2,546     $ 1,949  
   
Cash paid for income taxes
  $ 3,068     $ 1,843  

See accompanying notes to condensed consolidated financial statements.

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HYPERION SOLUTIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
DECEMBER 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, 2003 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, 2003.

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, 2004.

2.     Significant Accounting Policies

Revenue Recognition

Hyperion derives revenues from licensing its software products and providing maintenance, consulting and training 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 its 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.” 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 98-9, “Modifications of SOP 97-2 with Respect to Certain Transactions.” Amounts billed or payments received in advance of revenue recognition are recorded as deferred revenue.

Maintenance agreements are generally twelve-month prepaid contracts that are recognized ratably over the service period. VSOE of fair value for maintenance is measured by the stated renewal rates included in the agreements.

Customers may also enter into arrangements that are typically on a time and materials basis for consulting and training services. VSOE of fair value for consulting and training services is based upon the standard hourly rate Hyperion charges for such services when sold separately. Training services are generally prepaid prior to rendering the service. 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 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 significant modification or alteration. Factors considered in determining whether the revenue should be accounted for separately include, but are not limited to: 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. 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. In the infrequent circumstance where 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 81-1, “Accounting for Performance of Construction-Type and Certain Product-Type Contracts” and Accounting Research Bulletin No. 45, “Long-Term Construction-Type 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. If Hyperion determines that collection of a license fee is not reasonably assured, the fee is deferred and revenue is recognized at the time collection becomes reasonably assured, which is generally upon receipt of cash.

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Accounts Receivable Allowances

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 provisions, Hyperion analyzes several factors, including: its historical collection experience, customer concentrations, customer credit-worthiness and current economic trends. If the historical data used to calculate the accounts receivable allowances does not reflect Hyperion’s future ability to collect outstanding receivables, Hyperion may record additional provisions for accounts receivable allowances. Hyperion records the provision for accounts receivable allowances in general and administrative expense and as a reduction of revenue in order to match the underlying cause of the provision to the appropriate classification in Hyperion’s statement of operations.

Hyperion’s accounts receivable allowance was $9.2 million at December 31, 2003 and $8.2 million at June 30, 2003. The total provision for accounts receivable allowances was $2.1 million and $3.7 million for the three months ended December 31, 2003 and 2002, respectively. Of these provisions, $0.4 million and $0.7 million were recorded in general and administrative expense for the three months ended December 31, 2003 and 2002, respectively, and $1.7 million and $3.0 million were recorded as a reduction of revenue for the three months ended December 31, 2003 and 2002, respectively. The total provision for accounts receivable allowances was $4.2 million and $5.4 million for the six months ended December 31, 2003 and 2002, respectively. Of these provisions, $0.9 million and $1.2 million were recorded in general and administrative expense for the six months ended December 31, 2003 and 2002, respectively, and $3.3 million and $4.2 million were recorded as a reduction of revenue for the six months ended December 31, 2003 and 2002, respectively.

Net Income Per Share

Net income per share, which is also referred to as earnings per share (“EPS”), is computed in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share.” Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share 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, unvested restricted shares and shares issuable upon conversion of Hyperion’s convertible subordinated notes. Potentially dilutive securities are excluded from the computations of diluted net income per share if their effect would be antidilutive.

The following table sets forth the computations of basic and diluted net income per share (in thousands, except per share data):

                                 
    Three Months Ended   Six Months Ended
    December 31,   December 31,
    2003   2002   2003   2002
   
 
 
 
Net income
  $ 6,618     $ 7,569     $ 16,305     $ 16,681  
Shares used in computing basic net income per share
    38,544       34,173       37,221       34,056  
Effect of potentially dilutive securities
    1,622       1,275       1,755       1,013  
 
   
     
     
     
 
Shares used in computing diluted net income per share
    40,166       35,448       38,976       35,069  
 
   
     
     
     
 
Basic net income per share
  $ 0.17     $ 0.22     $ 0.44     $ 0.49  
Diluted net income per share
  $ 0.16     $ 0.21     $ 0.42     $ 0.48  

For the three and six months ended December 31, 2003, stock option rights totaling 1.1 million shares of common stock 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, 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, 2003, 0.6 million shares and 0.7 million shares of common stock, respectively, issuable upon conversion of the convertible subordinated notes due March 2005 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 shares 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.

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Stock-Based Compensation

Hyperion accounts for employee stock-based compensation in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” as permitted by SFAS 123, “Accounting for Stock-Based Compensation,” and SFAS 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.” Had Hyperion accounted for employee stock-based compensation based on the estimated grant date fair values, as defined by SFAS 123, Hyperion’s net income and net income per share would have been adjusted to the following pro forma amounts (in thousands, except per share data):

                                   
      Three Months Ended   Six Months Ended
      December 31,</