SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number
0-16439
FAIR, ISAAC AND COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 94-1499887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 North Redwood Drive, San Rafael, California 94903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 472-2211
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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 x No .
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The number of shares of Common Stock, $0.01 par value per share,
outstanding on August 12, 1996, was 12,536,040.
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements........................................... 3
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 7
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K............................... 11
SIGNATURES ............................................................... 12
EXHIBIT INDEX............................................................... 13
2
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
FAIR, ISAAC AND COMPANY, INCORPORATED
CONSOLIDATED BALANCE SHEETS
June 30, 1996 and September 30, 1995
(dollars in thousands)
June 30 September 30
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(unaudited) (audited)
ASSETS
Current assets:
Cash and cash equivalents ....................... $ 7,156 $ 8,321
Short-term investments .......................... 6,000 5,874
Accounts receivable, net ........................ 23,093 19,094
Unbilled work in progress ....................... 10,930 11,299
Deferred income taxes ........................... 1,332 1,399
Prepaid expenses and other current assets ....... 4,632 1,784
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Total current assets ........................ 53,143 47,771
Noncurrent assets:
Long-term investments ........................... 13,159 10,923
Note receivable ................................. 2,880 2,895
Property and equipment, net ..................... 21,811 16,815
Intangibles, net ................................ 4,338 4,957
Deferred income taxes and other assets .......... 4,974 4,929
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$ 100,305 $ 88,290
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued liabilities .. $ 7,357 $ 5,830
Accrued compensation and employee benefits ...... 12,393 10,631
Billings in excess of earned revenues ........... 4,999 5,314
Income taxes payable ............................ 1,278 1,603
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Total current liabilities ................... 26,027 23,378
Other liabilities ............................... 3,470 6,854
Capital leases .................................. 1,663 1,930
Commitments and contingencies ................... -- --
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Total liabilities ........................... 31,160 32,162
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Stockholders' equity:
Common stock .................................... 126 123
Paid-in capital in excess of par value .......... 16,120 14,508
Retained earnings ............................... 53,432 41,975
Less treasury stock (17,418 shares at cost
at 6/30/96; 53,562 at 9/30/95) .............. (53) (228)
Less pension adjustment ......................... (406) (406)
Unrealized (loss) gain on investments ........... (74) 156
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Total stockholders' equity .................. 69,145 56,128
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$ 100,305 $ 88,290
========= =========
See accompanying notes to the consolidated financial statements.
3
FAIR, ISAAC AND COMPANY, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
For the nine- and three-month periods ended June 30, 1996 and 1995
(in thousands except per share data)
Nine Months Ended Three Months Ended
June 30 June 30
---------------------------- ------------------------------
(Unaudited) (Unaudited)
1996 1995 1996 1995
---- ---- ---- ----
Revenues $ 105,023 $ 80,690 $ 37,119 $ 28,675
Costs and expenses:
Cost of revenues.................... 40,984 30,706 14,281 10,812
Sales and marketing................. 17,738 16,068 6,449 5,772
Research and development............ 5,168 3,138 2,179 995
General and administrative.......... 20,254 16,693 6,949 6,104
Amortization of intangibles......... 759 544 183 168
---------- ----------- ------------ ------------
Total costs and expenses........ 84,903 67,149 30,041 23,851
---------- ----------- ------------ ------------
Income from operations................... 20,120 13,541 7,078 4,824
Interest and other income (net).......... 398 1,281 54 347
---------- ----------- ------------ ------------
Income before income taxes............... 20,518 14,822 7,132 5,171
Provision for income taxes............... 8,322 5,942 2,834 2,041
---------- ----------- ------------ ------------
Net income .............................. $ 12,196 $ 8,880 $ 4,298 $ 3,130
========== =========== ============ ============
Earnings per share....................... $ .96 $ .70 $ .34 $ .25
========== =========== ============ ============
Shares used in computing earnings
per share............................ 12,740,000 12,710,000 12,745,000 12,754,000
========== =========== ============ ============
<FN>
See accompanying notes to the consolidated financial statements.
</FN>
4
FAIR, ISAAC AND COMPANY, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine-month periods ended June 30, 1996 and 1995
(dollars in thousands)
(UNAUDITED)
1996 1995
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Cash flows from operating activities:
Net Income $ 12,196 $ 8,880
Adjustments to reconcile net income to cash provided by:
Depreciation and amortization................................. 6,939 4,324
Increase in accounts receivable and unbilled work in progress. (3,619) (2,069)
Increase in prepaid expenses and other assets................. (2,903) (720)
Increase (decrease) in accrued compensation and employee
benefits.................................................... (643) 616
Increase in accounts payable and other liabilities............ 2,842 394
Decrease in income taxes payable.............................. (702) (4,109)
Increase (decrease) in billings in excess of earned revenues.. (315) 655
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Net cash provided by operating activities.............. 13,795 7,971
-------- --------
Cash flows from investing activities:
Purchases of property, equipment and computer software.......... (10,936) (8,812)
Purchase of DynaMark, Inc. ..................................... (1,231) (2,150)
Purchases of investments........................................ (7,770) (6,775)
Acquisition of other assets..................................... (200) --
Proceeds from maturities/sales of investments................... 5,362 6,614
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Net cash used in investing activities.................. (14,775) (11,123)
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Cash flows from financing activities:
Reduction of capital lease obligations.......................... (267) (302)
Issuance of stock............................................... 810 479
Payment on note receivable...................................... 15 13
Dividends paid.................................................. (743) (425)
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Net cash used in financing activities.................. (185) (235)
-------- --------
Decrease in cash and cash equivalents................................ (1,165) (3,387)
Cash and cash equivalents, beginning of period....................... 8,321 10,990
-------- --------
Cash and cash equivalents, end of period............................. $ 7,156 $ 7,603
======== ========
5
FAIR, ISAAC AND COMPANY, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Income taxes paid
Cash payments for income taxes during the nine-month periods ended June 30,
1996 and 1995, were $8,879,000 and $9,985,000, respectively.
Note 2 Non-cash transactions
The Company contributed treasury stock having a market value of $979,000 and
$848,000 to the Company's Employee Stock Ownership Plan during the first fiscal
quarters of 1996 and 1995, respectively.
6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Fair, Isaac and Company, Incorporated, provides products and services
designed to help a variety of businesses use data to make better decisions on
their customers and prospective customers. The Company's products include
statistically derived, rule-based analytical tools, software designed to
implement those analytical tools, and consulting services to help clients use
and track the performance of those tools. The Company also provides a range of
credit scoring and credit account management services in conjunction with credit
bureaus and credit card processing agencies. Its DynaMark subsidiary provides
data processing, database management and personalized printing services to
businesses engaged in direct marketing.
The Company is organized into business units which correspond to its
principal markets: consumer credit, insurance and direct marketing (DynaMark).
Sales to the consumer credit industry have traditionally accounted for the bulk
of the Company's revenues. Products developed specifically for a single user in
this market are generally sold on a fixed-price basis. Such products include
application and behavior scoring algorithms (also known as "analytic products"
or "scorecards"), credit application processing systems (ASAP and CreditDesk)
and custom credit account management systems including those marketed under the
name TRIAD. Software systems usually also have a component of ongoing
maintenance revenue, and CreditDesk systems have also been sold under time- or
volume-based price arrangements. Credit scoring and credit account management
services sold through credit bureaus and third-party credit card processors are
generally priced based on usage. Products sold to the insurance industry are
generally priced based on the number of policies in force, subject to contract
minimums. DynaMark employs a combination of fixed-fee and usage-based pricing.
Results of Operations
Revenues
The following table sets forth for the fiscal periods indicated (a) the
percentage of revenues contributed by the DynaMark and Insurance business units,
and the percentage of revenues represented by fixed-price and usage-priced
revenues from the Credit business unit; and (b) the percentage change in
revenues within each category from the corresponding period in the prior fiscal
year. Fixed-price revenues include all revenues from application processing
software, custom scorecard development and consulting projects for credit.
Virtually all usage revenues are generated through third-party alliances such as
those with credit bureaus and third-party credit card processors.
Three Months Nine Months
Ended Percentage Ended Percentage
June 30, Change June 30, Change
--------------- ------ -------------- ------
1996 1995 1996 1995
---- ---- ---- ----
Credit
Fixed-price 30% 30% 30% 29% 29% 35%
Usage-priced 52% 52% 30% 54% 53% 31%
DynaMark 15% 16% 22% 14% 16% 14%
Insurance 3% 2% 71% 3% 2% 67%
----- ----- ----- -----
Total revenues 100% 100% 29% 100% 100% 30%
Since its acquisition, DynaMark has taken on an increasing share of the
mainframe batch processing requirements of the Company's other business units.
For the first nine months of fiscal 1996, such inter-company revenue has
represented more than ten percent of DynaMark's total revenues. Accordingly,
DynaMark's externally reported revenues tend to understate DynaMark's growth and
contribution to the Company as a whole. In addition, DynaMark's revenue growth
in the first six months of fiscal 1996 was slowed by disruptions caused by the
merger of one of its largest customers.
The increases in Insurance revenues for the three- and nine-month periods
ended June 30, 1996, compared with the same periods in fiscal 1995, were due
primarily to strong growth in the insurance scoring services offered through
consumer reporting agencies.
7
The increase in usage revenues from the Credit business unit in the quarter
and nine months ended June 30, 1996, compared with the same periods the prior
year, was due to continuing growth in (a) usage of the Company's scoring
services distributed through the three major credit bureaus in the United
States, including on-line credit bureau scores and the ScoreNet(R) Service, and
(b) the number of bankcard accounts being managed by the Company's account
management services delivered through third-party processors. Revenues from the
credit bureau scoring services in the nine months ended June 30, 1996, were
approximately 29 percent higher than in the first nine months of fiscal 1995.
Revenues from credit account management services delivered through third-party
processors in the most recent nine months were 31 percent higher than in the
corresponding period of fiscal 1995.
Sales of credit application scorecards, credit application processing
software, and credit account management systems all contributed to the increase
in fixed-price revenues in the quarter and nine months ended June 30, 1996.
Revenues from sales of credit application scorecards and credit application
processing software increased by approximately 33 percent in the quarter and 34
percent in the nine months ended June 30, 1996, compared with the same periods
of fiscal 1995. Revenues from end-user credit account management systems
("TRIAD") and behavior scoring projects in the three and nine month periods
ended June 30, 1996 were 36 percent and 47 percent higher respectively than in
the same periods of 1995.
Revenues from credit bureau-related services have increased rapidly in each
of the last three fiscal years and accounted for approximately 39 percent of
revenues in fiscal 1995. Revenues from services provided through bankcard
processors also increased substantially in each of these years, due primarily to
increases in the number of accounts at each of the major processors. While the
Company has been very successful in extending or renewing its agreements with
credit bureaus and bankcard processors in the past, and believes it will
generally be able to do so in the future, the loss of one or more such alliances
could have a significant impact on revenues and operating margin. Revenues
generated through the Company's alliances with Equifax, Inc., TRW, Inc. and
Trans Union Corporation each accounted for approximately nine to eleven percent
of the Company's total revenues in fiscal 1995.
Potential new government regulation of the use of credit bureau data could
have an impact on the use of any of the Company's credit bureau scoring services
including PreScore(R) and ScoreNet. Bills which would substantially amend the
Fair Credit Reporting Act were introduced in each of the last three Congresses
and at least two such bills were introduced in 1995. These bills would impose
new restrictions on the use of credit bureau data to prescreen solicitation
lists. Bills and regulations have also been introduced, and, in some cases
enacted, at the state level that affect the use of credit bureau data in various
ways, including restricting the use of such data in making insurance
underwriting decisions. State regulation of credit bureau data, particularly
regulations imposing requirements on the credit bureaus or users of credit
bureau information which differ from those existing under federal law, may also
have an adverse impact on bureau scoring services. The Company believes certain
enacted or pending state legislation and regulation of credit bureau data in
connection with insurance underwriting has had a negative impact on its efforts
to sell insurance risk scores through credit reporting agencies. However, the
Company cannot predict whether any other particular federal or state legislation
affecting credit bureau information or credit scoring is likely to be enacted in
the foreseeable future, or the extent to which the passage of such legislation
might affect the Company's business.
Revenues derived from outside of the United States represented
approximately 15 percent of total revenues in the quarter and nine months ended
June 30, 1996, compared with 14 and 12 percent, respectively, of total revenues
in the same periods a year earlier.
During the period from 1990 through 1994, while the rate of account growth
in the U.S. bankcard industry was slowing and many of the Company's largest
institutional clients were merging and consolidating, the Company generated
above-average growth in revenues--even after correcting for the effect of the
DynaMark acquisition--from its bankcard-related scoring and account management
business by deepening its penetration of large banks and other credit issuers.
The Company's revenues grew by 26 percent in fiscal 1995 which is closer to what
the Company believes is a sustainable, long-term growth rate than the growth
rates in 1990 through 1994. The Company believes much of its future growth
prospects will depend on several important factors, including those discussed
above and its ability (1) to develop new, high value products and services for
its present client base of major U.S. consumer credit issuers; (2) to increase
its penetration of established or emerging credit markets outside the U.S. and
Canada; and (3) to expand--either directly or through further acquisitions--into
relatively undeveloped or underdeveloped markets for its products and services
such as direct marketing, insurance, small business lending, and health care
information management. Over the long term, in addition to the factors discussed
above, the Company's rate of revenue growth--excluding growth due to
acquisitions--is limited by the rate at which it can recruit and absorb
additional professional staff. While the increasing percentage of usage revenues
may loosen this constraint to some extent,
8
management believes it will continue to exist indefinitely. On the other hand,
despite the high penetration the Company has already achieved in certain
markets, the opportunities for application of its core competencies are much
greater than it can pursue. Thus, the Company believes it can continue to grow
revenues, within the personnel constraint and subject to the other factors
discussed above, for the foreseeable future. At times management may forego
short-term revenue growth in order to devote limited resources to opportunities
which it believes have exceptional long-term potential. This occurred in the
period from 1988 through 1990 when the Company devoted significant resources to
developing the usage priced services distributed through credit bureaus and
third-party processors. Cumulative revenue since 1987, net of the DynaMark
acquisition, is very close to the Company's twenty-year historical average
revenue growth of 21 percent.
Expenses
The following table sets forth for the periods indicated (a) the percentage
of revenues represented by certain line items in the Company's consolidated
statement of income and (b) the percentage change in such items from the same
periods in the prior fiscal year.
Nine Months Three Months
Ended Percentage Ended Percentage
June 30, Change June 30, Change
--------------- ------ -------------- ------
1996 1995 1996 1995
---- ---- ---- ----
Revenues 100% 100% 30% 100% 100% 29%
Costs and expenses:
Cost of revenues 39 38 33% 38 38 32%
Sales and marketing 17 20 10% 17 20 12%
Research and development 5 4 65% 6 3 119%
General and administrative 19 20 21% 19 21 14%
Amortization of intangibles 1 1 40% 1 1 9%
------ ---- ----- ----
Total costs and expenses 81 83 26% 81 83 26%
------ ---- ----- ----
Income from operations 19 17 49% 19 17 47%
Interest and other income (net) 1 1 (69%) -1 1 (84%)
------ ---- ----- ----
Income before income taxes 20 18 38% 19 18 38%
Provision for income taxes 8 7 40% 7 7 39%
------ ---- ----- ----
Net income 12% 11% 37% 12% 11% 37%
------ ---- ----- ----
Cost of Revenues
Cost of revenues consists primarily of personnel, travel, and related
overhead costs; costs of computer service bureaus; the amounts paid by the
Company to credit bureaus for scores and related information in connection with
the ScoreNet Service, and depreciation. The cost of revenues, as a percentage of
revenues, was essentially the same in the quarter and nine months ended June 30,
1996, as compared with the same periods in 1995.
Sales and Marketing
Sales and marketing expenses consist principally of personnel, travel,
overhead, advertising and other promotional expenses. For the quarter and nine
months ended June 30, 1996, these expenses, as a percentage of revenues,
decreased primarily due to reductions in advertising expenses.
Research and Development
Research and development expenses include the personnel and related
overhead costs incurred in product development, researching mathematical and
statistical algorithms, and developing software tools that are aimed at
improving productivity and management control. The increases in research and
development expenses, as a percentage of revenues, during the quarter and nine
months ended June 30, 1996, were due primarily to initiatives to adapt the
Company's existing products to markets other than credit. The development of
statistical and software tools with application across product lines, the
establishment of a dedicated credit research unit and efforts to develop the
next generation of the TRIAD(TM) account management system also contributed to
the increases in research and development expenses.
9
General and Administrative
General and administrative expenses consist mainly of compensation expenses
for certain senior management, corporate facilities expenses, the costs of
administering benefit plans, legal expenses, and the costs of operating
administrative functions such as finance and computer information systems. As a
percentage of revenues these expenses were slightly lower for the quarter and
nine months ended June 30, 1996, compared with the same periods in 1995
primarily because higher than anticipated revenue growth has outpaced the more
normal rate of growth in general and administrative expenses so far in fiscal
1996.
Other Income
During the past year, the Company has made equity investments in a number
of start-up ventures which are expected to provide additional demand and/or
distribution for the Company's products and services. While management believes
each of these ventures has a reasonable probability of success, the risks
inherent in start-up businesses make it likely that some losses will be
experienced. The decrease in net other income in the three- and nine-month
periods ended June 30, 1996, compared to the same periods a year earlier, was
due primarily to losses during the start-up phase of certain of these
enterprises.
Financial Condition
Working capital increased from $24,393,000 at September 30, 1995 to
$27,116,000 at June 30, 1996. Cash and interest bearing investments decreased
slightly from $24,024,000 at September 30, 1995, to $24,003,000 at June 30,
1996. The Company has no long-term debt other than capital lease and employee
incentive obligations. In addition to the payment to the former shareholders of
DynaMark noted below, the Company expended approximately $10.9 million in
additions to property and equipment and $8.9 million in income tax payments in
the nine months ended June 30, 1996. The Company believes that cash and
marketable securities on hand or cash generated by operations will be adequate
to meet its capital and liquidity needs for the foreseeable future.
During the quarter ended March 31, 1996, the Company made a payment to the
former shareholders of DynaMark in the amount of $1.2 million based on
DynaMark's performance in calendar 1995 pursuant to the "earnout" provisions of
the acquisition agreement. No further payments are required in connection with
the DynaMark acquisition.
Interim Periods
The Company believes that all the necessary adjustments have been included
in the amounts shown in the consolidated financial statements contained in Item
1 above for the three- and nine-month periods ended June 30, 1996 and 1995 to
state fairly the results for such interim periods. This includes all normal
recurring adjustments that the Company considers necessary for a fair statement
thereof, in accordance with generally accepted accounting principles. This
report should be read in conjunction with the Company's 1995 Form 10-K.
Quarterly results may be affected by fluctuations in revenues associated
with credit card solicitations, by the timing of orders for and deliveries of
certain ASAP and TRIAD systems, and by the seasonality of ScoreNet purchases.
With the exception of the cost of ScoreNet data purchased by the Company, most
of its operating expenses are not affected by short-term fluctuations in
revenue, and thus such revenue fluctuations may have a significant impact on
operating results.
Management believes that neither the quarterly variation in revenues and
net income, nor the results of operations for any particular quarter, are
necessarily indicative of results of operations for full fiscal years.
Accordingly, management believes that the Company's results should be evaluated
on an annual basis.
10
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
11.1 Computation of Earnings per Share.
24.1 Power of Attorney (see page 12 of this Form 10-Q).
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FAIR, ISAAC AND COMPANY, INCORPORATED
DATE: August 13, 1996
By GERALD DE KERCHOVE
---------------------------------------
Gerald de Kerchove
Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints PETER L. McCORKELL his attorney-in-fact, with
full power of substitution, for him in any and all capacities, to sign any
amendments to this Report on Form 10-Q and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the registrant
and in the capacities and on the date indicated.
DATE: August 13, 1996
By PATRICIA COLE
---------------------------------------
Patricia Cole
Controller
(Chief Accounting Officer)
12
EXHIBIT INDEX
TO FAIR, ISAAC AND COMPANY, INCORPORATED
REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996
Sequentially
Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
11.1 Computation of net income per common share. 14
24.1 Power of Attorney 12
27 Financial Data Schedule 15
13