1 - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-Q X --- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 OR --- 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 0-19538 HYPERION SOFTWARE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 06-1326879 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 900 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902 (Address of principal executive offices, including zip code) (203) 703-3000 (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 X NO --- --- As of May 1, 1998, there were 19,041,669 shares of the Registrant's common stock, $.01 par value, outstanding. - -------------------------------------------------------------------------------- 2 Hyperion Software Corporation Form 10-Q CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheet -- March 31, 1998 and June 30, 1997.............................................2 Condensed Consolidated Statement of Income -- Three Months Ended March 31, 1998 and 1997; Nine Months Ended March 31, 1998 and 1997.................................................3 Condensed Consolidated Statement of Cash Flows -- Nine Months Ended March 31, 1998 and 1997..........................................................................4 Notes to Condensed Consolidated Financial Statements -- March 31, 1998...............................................5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................6 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K...............................................................................12 SIGNATURES.............................................................................................................13 (C) 1998 Hyperion Software Operations Inc. All rights reserved. Hyperion, Hyperion Software, the Hyperion Software Logo, Hyperion Admin, Hyperion Analyst, Hyperion Assets, Hyperion Financials, Hyperion Forms, Hyperion Ledger, Hyperion OLAP, Hyperion OnTrack, Hyperion Payables, Hyperion Pillar, Hyperion Receivables, Hyperion Reporting, Hyperion Retrieve, Hyperion Tools, Business Intelligence, Financial Intelligence, IMRS, LedgerLink, Micro Control and Pillar are registered trademarks and Hyperion Analytical Ledger, Hyperion Enterprise, Hyperion Purchasing, HyperionReady, Build&Link, Business Analytics and Listen to your business are trademarks of Hyperion Software Operations Inc., a wholly-owned subsidiary of Hyperion Software Corporation. MARVEL COMICS, SPIDER-MAN: TM & (C) 1998 Marvel Characters, Inc. All rights reserved. All other trademarks and company names mentioned are the property of their respective owners. For further information, refer to the Hyperion Software Corporation annual report on Form 10-K for the year ended June 30, 1997. 3 Hyperion Software Corporation Condensed Consolidated Balance Sheet (in thousands, except for share data) MARCH 31, JUNE 30, 1998 1997 ---------------------------- ASSETS (Unaudited) (Note) Current assets: Cash and cash equivalents $ 93,817 $ 67,059 Accounts receivable--net of allowances of $7,000 and $5,300 71,263 64,831 Prepaid expenses and other current assets 4,375 3,243 Deferred income taxes 5,800 3,811 --------------------------- TOTAL CURRENT ASSETS 175,255 138,944 Property and equipment--at cost, less accumulated depreciation and amortization of $42,143 and $31,029 59,740 57,853 Product development costs--at cost, less accumulated amortization of $9,598 and $6,796 7,888 8,526 Product distribution rights, goodwill and other intangible assets-- at cost, less accumulated amortization of $10,033 and $7,631 8,928 11,103 Deposits and other assets 3,373 2,213 --------------------------- Total assets $ 255,184 $ 218,639 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 30,473 $ 22,746 Accrued employee compensation and benefits 18,837 19,882 Income taxes payable 8,791 8,898 Deferred revenue 51,250 44,619 Notes payable 513 563 --------------------------- TOTAL CURRENT LIABILITIES 109,864 96,708 Mortgage payable 7,454 7,823 Deferred income taxes 1,071 Stockholders' equity: Preferred stock--$.01 par value; authorized--1,000,000 shares; none issued Common stock--$.01 par value; authorized--50,000,000 shares; issued--23,385,105 and 22,577,437 shares 234 226 Additional paid-in capital 99,871 85,706 Retained earnings 53,448 41,994 Currency translation adjustments (2,174) (1,376) Treasury stock, at cost--4,344,599 shares (13,513) (13,513) --------------------------- TOTAL STOCKHOLDERS' EQUITY 137,866 113,037 --------------------------- Total liabilities and stockholders' equity $ 255,184 $ 218,639 =========================== Note: the balance sheet at June 30, 1997 has been derived from the audited financial statements at that date. See accompanying notes. -2- 4 Hyperion Software Corporation Condensed Consolidated Statement of Income (Unaudited) (in thousands, except per share data) THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1998 1997 1998 1997 -------------------------- --------------------------- REVENUES Software licenses $ 30,278 $ 24,038 $ 93,395 $ 70,316 License renewals and services 37,109 26,485 104,126 78,890 -------------------------- --------------------------- Total revenues 67,387 50,523 197,521 149,206 COSTS AND EXPENSES Cost of revenues: Software licenses 1,889 1,840 6,301 5,205 License renewals and services 21,909 17,377 62,665 48,214 Sales and marketing 22,432 17,037 64,489 49,435 Product development 9,379 7,702 26,909 23,605 General and administrative 6,894 4,821 21,140 14,030 -------------------------- --------------------------- 62,503 48,777 181,504 140,489 -------------------------- --------------------------- OPERATING INCOME 4,884 1,746 16,017 8,717 Interest income 892 453 2,273 1,208 Interest expense (62) (84) (252) (258) -------------------------- --------------------------- INCOME BEFORE INCOME TAXES 5,714 2,115 18,038 9,667 Provision for income taxes 2,100 800 6,600 3,675 -------------------------- --------------------------- NET INCOME $ 3,614 $ 1,315 $ 11,438 $ 5,992 ========================== =========================== EARNINGS PER SHARE Basic $ .19 $ .08 $ .61 $ .35 Diluted $ .18 $ .07 $ .58 $ .33 AVERAGE NUMBER OF SHARES OUTSTANDING Basic 18,992 17,496 18,730 17,263 Diluted 19,942 18,769 19,697 18,364 See accompanying notes. -3- 5 Hyperion Software Corporation Condensed Consolidated Statement of Cash Flows (Unaudited) (in thousands) NINE MONTHS ENDED MARCH 31, 1998 1997 ------------------------ CASH PROVIDED BY OPERATING ACTIVITIES $ 36,448 $ 32,385 INVESTING ACTIVITIES Office facility improvements and purchases of furniture, equipment and software (14,169) (12,948) Product development costs (2,164) (3,282) Deposits and intangible assets (252) (1,129) Business acquisitions (7,104) -------------------------- Cash used by investing activities (16,585) (24,463) FINANCING ACTIVITIES Principal payments on notes payable (419) (486) Exercise of stock options by employees 8,112 3,866 -------------------------- Cash provided by financing activities 7,693 3,380 Effect of exchange rate changes (798) (697) -------------------------- INCREASE IN CASH AND CASH EQUIVALENTS 26,758 10,605 Cash and cash equivalents at beginning of period 67,059 42,361 -------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 93,817 $ 52,966 ========================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Income taxes $ 5,314 $ 2,157 Interest 237 241 See accompanying notes. -4- 6 Hyperion Software Corporation Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 1998 A. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation have been included in the accompanying unaudited financial statements. Operating results for the three and nine-month periods ended March 31, 1998 are not necessarily indicative of the results that may be expected for the full year ending June 30, 1998. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's annual report on Form 10-K for the year ended June 30, 1997. In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented and where necessary restated to conform to the Statement 128 requirements. The following table sets forth the computation of basic and diluted earnings per share ("EPS") (in thousands, except per share data): THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1998 1997 1998 1997 ------------------ ------------------ Numerator - net income $ 3,614 $ 1,315 $11,438 $ 5,992 ================== ================== Denominator for basic EPS - weighted-average shares 18,992 17,496 18,730 17,263 Effect of dilutive securities: Stock option rights 950 1,273 967 1,101 ------------------ ------------------ Denominator for diluted EPS - adjusted weighted-average shares and assumed conversions 19,942 18,769 19,697 18,364 ================== ================== Basic earnings per share $ .19 $ .08 $ .61 $ .35 Diluted earnings per share $ .18 $ .07 $ .58 $ .33 B. CONTINGENCIES From time to time, in the normal course of business, various claims are made against the company. At this time, in the opinion of management, there are no pending claims the outcome of which is expected to result in a material adverse effect on the financial position of the company. -5- 7 Hyperion Software Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW - ------------------------------------------------------------------------------- Founded in 1981, Hyperion Software Corporation provides software solutions for better business understanding and improved financial performance. The company's Internet-enabled applications support and enhance enterprise-wide processes, including planning, budgeting, forecasting, consolidation and business analysis. Hyperion solutions are used by large organizations worldwide. The company derives revenues from licensing its software products and providing related product installation, support and training services. Customers are billed an initial fee for the software upon delivery. A license renewal fee entitling customers to routine support and product updates is billed annually. Hyperion licenses its products throughout the world primarily through a direct sales force. Products are also licensed through independent distributors and sales agents. The company includes in revenues its net share of revenues generated by distributors. When an agent has facilitated the sale and Hyperion is the licensor, the license revenue is reported gross and a commission charge is reflected. The company operates with a minimal software licensing backlog. Therefore, quarterly revenues and operating results are quite dependent on the volume and timing of the signing of licensing agreements and product deliveries during the quarter, which are difficult to forecast. The company's future operating results may fluctuate due to these and other factors, such as customer buying patterns, the deferral and/or realization of deferred software license revenues according to contract terms, the timing of new product introductions and product upgrade releases, the company's hiring plans, the scheduling of sales and marketing programs, new product development by the company or its competitors and currency exchange rate movements. A significant portion of the company's quarterly software licensing agreements is concluded in the last month of the fiscal quarter, generally with a concentration of such revenues earned in the final ten business days of that month. The company generally has realized lower revenues in its first (September) and third (March) fiscal quarters than in the immediately preceding quarters. Total revenues and net income were $67.4 million and $3.6 million, respectively, for the third quarter of fiscal 1998, and $69.2 million and $4.3 million, respectively, for the second quarter of fiscal 1998. The company believes that these revenue fluctuations are caused by customer buying patterns, including traditionally slow purchase activity in the summer months and low purchase activity in the corporate financial applications market during the March quarter, as many potential customers are busy with their year-end closing and financial reporting. In any case, due to the relatively fixed nature of certain costs, including personnel and facilities expenses, a decline or shortfall in quarterly and/or annual revenues typically results in lower profitability or may result in losses. -6- 8 Hyperion Software Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations Except for the historical information contained in this report on Form 10-Q, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Actual events and the company's future results may vary significantly based on a number of factors, including those discussed in the preceding paragraph and in the following section, "Year 2000 Compliance;" whether the accounting products contemplated to be jointly developed by Baan and Hyperion are developed in a timely fashion and are accepted by the market (for further details of the strategic alliance with The Baan Company, see the Hyperion annual report on Form 10-K for the year ended June 30, 1997, Note B of the financial statements); whether the proposed coordination of sales prospects between the companies works in practice and results in increased revenues for the company; whether the strategic advantages and synergies contemplated to be gained by the parties are actually able to be realized; and the impact of competitive products and pricing. Any forward-looking statements should be considered in light of these factors as well as other risks as detailed in the company's annual report on Form 10-K for the year ended June 30, 1997. Further, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. -7- 9 Hyperion Software Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- REVENUES Third Quarter Ended Nine Months Ended March 31, 1998 CHANGE 1997 1998 CHANGE 1997 - ----------------------------------------- ---------------------------------------- -------------------------------------------- (dollars in thousands) Software licenses $30,278 26.0% $24,038 $ 93,395 32.8% $70,316 Percentage of total revenues 44.9% 47.6% 47.3% 47.1% - ----------------------------------------- ---------------------------------------- -------------------------------------------- License renewals and services $37,109 40.1% $26,485 $104,126 32.0% $78,890 Percentage of total revenues 55.1% 52.4% 52.7% 52.9% - ----------------------------------------- ---------------------------------------- -------------------------------------------- Software license revenues rose primarily as a result of an increase in the number of licenses sold (unit volume) versus, for example, price increases. In particular, the growth in software sales was led by demand for the company's financial management, budgeting, and business analysis products. In the March quarter, corporate planning and budgeting product sales increased 104%. The increase in license renewal and service revenue is mainly attributable to the year-to-year growth of the company's installed customer base. Revenues generated from markets outside the United States for the first three quarters of fiscal 1998 and 1997 were $73.1 million and $55.8 million, or 37% and 37.4% of total revenues, respectively. Revenue growth was particularly strong in Canada, Germany, Southeast Asia and the United Kingdom. In October 1997, the American Institute of Certified Public Accountants issued Statement of Position 97-2, "Software Revenue Recognition" ("SOP"), which provides guidance on applying generally accepted accounting principles in recognizing revenue on software transactions. The company believes that the requirements of this SOP, which supersede the revenue recognition guidance of SOP 91-1, do not differ significantly from its revenue recognition practices and policy requirements. Accordingly, adoption of the SOP, as amended, is not expected to materially impact the company's results of operations. COST OF REVENUES Third Quarter Ended Nine Months Ended March 31, 1998 CHANGE 1997 1998 CHANGE 1997 - ----------------------------------------- ----------------------------------------- ---------------------------------------- (dollars in thousands) Software licenses $ 1,889 2.7% $ 1,840 $ 6,301 21.1% $ 5,205 Gross profit percentage 93.8% 92.3% 93.3% 92.6% - ----------------------------------------- ----------------------------------------- ---------------------------------------- License renewals and services $21,909 26.1% $17,377 $62,665 30.0% $48,214 Gross profit percentage 41.0% 34.4% 39.8% 38.9% - ----------------------------------------- ----------------------------------------- ---------------------------------------- Cost of software license revenues consists primarily of the cost of product packaging and documentation materials, amortization of capitalized software costs, amortization of certain intangible assets related to business acquisitions, and royalty expenses. The amortization of capitalized software costs begins upon the general release of the software to customers. The increase in the cost of software license revenues principally reflects an increase in royalty fees related to the increase in the number of software licenses sold. The increase in the cost of license renewal and service revenues was due primarily to additional staffing expense for both installation and ongoing support services. -8- 10 Hyperion Software Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) OPERATING EXPENSES Third Quarter Ended Nine Months Ended March 31, 1998 CHANGE 1997 1998 CHANGE 1997 - --------------------------------------- ------------------------------------------ ----------------------------------------- (dollars in thousands) Sales and marketing $22,432 31.7% $17,037 $64,489 30.5% $49,435 Percentage of total revenues 33.3% 33.7% 32.6% 33.1% - --------------------------------------- ------------------------------------------ ----------------------------------------- Product development $9,379 21.8% $7,702 $26,909 14.0% $23,605 Percentage of total revenues 13.9% 15.2% 13.6% 15.8% - --------------------------------------- ------------------------------------------ ----------------------------------------- General and administrative $6,894 43.0% $4,821 $21,140 50.7% $14,030 Percentage of total revenues 10.2% 9.5% 10.7% 9.4% - --------------------------------------- ------------------------------------------ ----------------------------------------- The increase in sales and marketing expenses is primarily due to a net increase in sales-marketing personnel and an increase in commission costs directly associated with the increase in software license revenues. The increase in product development expenses reflects additional personnel and third-party development costs associated with research and development activities. In the first three quarters of fiscal 1998 and 1997, the company capitalized $2.2 million and $3.3 million of software development costs, respectively, in accordance with Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed." The amounts capitalized primarily relate to the company's development of enterprise-wide financial management and analysis solutions for client/server environments and represented 7.4% and 12.2% of total product development expenditures. Capitalized software costs are amortized over the estimated economic life of the product, but generally not more than four years. The increase in general and administrative expenses resulted, for the most part, from increases in personnel and professional services costs incurred to support the growth of the company's overall operations. INTEREST INCOME Interest income grew due to the increase, from operations, in cash available for investment. PROVISION FOR INCOME TAXES The company's effective income tax rate for the current nine-month period, 36.6%, reflects the company's expectations for the full year ending June 30, 1998. NET INCOME As a result of the above factors, net income for the three and nine-month periods ended March 31, 1998 increased to $3.6 million or by 175% from $1.3 million and $11.4 million or by 90.9% from $6 million, respectively, for the corresponding periods of 1997. To date, the overall impact of inflation on the company has not been material. -9- 11 Hyperion Software Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES - ------------------------------------------------------------------------------- To date, the company has financed its business through positive cash flow from operations and, to a lesser extent, sales of its common stock. For fiscal years 1995, 1996 and 1997, and for the nine months ended March 31, 1998, the company generated positive cash flow from operations of $28.9 million, $34.1 million, $47.1 million and $36.4 million, respectively. Cash used by investing activities amounted to $16.6 million for the first three quarters of fiscal 1998, including $14.2 million primarily for purchases of computer equipment and office facility expansion and improvements, and $2.4 million for deposit and intangible asset costs. Financing activities in the first three quarters of fiscal 1998, including stock options exercised by employees and payments of indebtedness, generated cash of $7.7 million. In connection with the stock options exercised by certain of its employees (for a total of 807,668 common shares), the company recognized (as a credit to additional paid-in capital) an income tax benefit of $5.9 million for the nine months ended March 31, 1998. As of March 31, 1998, the company had cash and cash equivalents of $93.8 million and working capital of $65.4 million, no long-term debt other than the mortgage loan (currently at an interest rate of 3.7%) for the Stamford, Connecticut office and research facility, and its ratio of current assets to current liabilities was 1.6 to 1. Cash equivalents are comprised primarily of investment-grade U.S. state and political subdivision obligations with varying terms of three months or less. The company has long-term credit availability of $25 million under a revolving credit facility. The company anticipates capital expenditures of approximately $25 million for its 1998 fiscal year. The company intends to continue to review potential acquisitions and business alliances that it believes would enhance its growth and profitability. From time to time, in the normal course of business, various claims are made against the company. At this time, in the opinion of management, there are no pending claims the outcome of which is expected to result in a material adverse effect on the financial position of the company. The company believes that funds generated from operations, existing cash balances and its available credit facility will be sufficient to finance the company's operations for at least the next two years. -10- 12 Hyperion Software Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) YEAR 2000 COMPLIANCE - ------------------------------------------------------------------------------- The company is assessing both the readiness of its internal business information systems for handling the Year 2000 and the compliance of products sold by the company. The company has determined that it will need to modify or replace portions of its internal business information systems so that the systems will function properly with respect to dates in the Year 2000 and beyond. The company has also initiated discussions with its significant vendors, service providers and large customers to evaluate Year 2000 issues, if any, relating to the interaction of their systems with the company's internal systems. The company anticipates that it will successfully address Year 2000 issues relating to its internal business information systems by the end of fiscal 1999. The cost of the company's internal systems Year 2000 efforts is not expected to be material to the company's financial position. The company believes that its current products are Year 2000 compliant. However, prior versions of certain of these products currently installed at customer sites will require upgrading or other modifications to become Year 2000 compliant. The company believes that it is not legally responsible for costs incurred by these customers to achieve Year 2000 compliance. However, there can be no assurance that these customers will not assert claims against the company with respect to Year 2000 issues. The company is taking steps to identify affected customers, raise customer awareness related to noncompliance of the company's older products and assist its customers in assessing their risks. The company may incur increasing customer satisfaction costs related to these actions over the next few years. Since customer satisfaction programs are ongoing, the scope of any Year 2000 complications are not fully known and potential liability issues in certain areas are unclear, the potential impact on the company's financial position with respect to these matters is not known at this time. The company's Hyperion accounting software, a product set formerly offered by the company, is not Year 2000 compliant. The company is aware of a limited number of customers continuing to use this product. The company is obligated under its agreements with certain of these customers to provide upgrades which are Year 2000 compliant. The company has made available to these customers a migration path to a product offered pursuant to the company's alliance with Baan/Coda, which the company believes is Year 2000 compliant. The company also expects to make available to these customers a Year 2000 compliant release of its accounting software prior to the end of calendar year 1998. The company does not expect the cost associated with this compliance effort, including planning, implementation and testing, to be material to its financial position, although there can be no assurance that the company will not be required to incur significant unanticipated costs in relation to its compliance obligations. While the company believes that its planning efforts are adequate to address its Year 2000 issues on a timely basis, there can be no assurance that there will not be a delay in, or increased costs associated with, implementation of changes to address any such issues, which could have a material adverse effect on the company and its financial position and future results of operations. -11- 13 Hyperion Software Corporation Part II. Other Information ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K The following exhibits are included herein: Exhibit No. Description ----------- ----------- 10.1 - Amendment No. 2 to Employment Agreement and Senior Advisory Arrangement between the company and Lucy R. Ricciardi, dated as of April 16, 1998 10.2 - Employment Agreement with Craig M. Schiff, dated as of July 1, 1997 The company did not file any reports on Form 8-K during the three months ended March 31, 1998. -12- 14 Hyperion Software Corporation Form 10-Q for the three-month period ended March 31, 1998 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. Hyperion Software Corporation /s/ Michael A. Manto 5/13/98 -------------------------------------------------------------- Michael A. Manto Date Vice President and Corporate Controller /s/ Lucy Rae Ricciardi 5/13/98 -------------------------------------------------------------- Lucy Rae Ricciardi Date Senior Vice President and Chief Financial Officer -13-