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 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
| 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 January 31, 2004, there were 38,134,202 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): |
||||||||
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 | Managements 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.
1
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.
2
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.
3
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.
4
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. 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 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 Hyperions 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. 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 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.
5
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 Hyperions 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 Hyperions statement of operations.
Hyperions 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 Hyperions 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.
6
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, Hyperions 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, | |||||||||||||||||