FAIR ISAAC & COMPANY INC
10-Q, 1995-05-11
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                              --------------------

                                    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 MARCH 31, 1995
                                                 --------------

      [   ]          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
                                     0-16439

                      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



     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      .
                                             ------    ------

     The  number  of  shares  of  Common  Stock,  $0.01  par  value  per  share,
outstanding on May 8, 1995, was 6,118,285.



<PAGE>




                                TABLE OF CONTENTS

                                                                 PAGE
                                                                 ----
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..................  10


SIGNATURES   ..................................................  11

EXHIBIT INDEX..................................................  12




                                       2
<PAGE>

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS.

                      FAIR, ISAAC AND COMPANY, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1995 AND SEPTEMBER 30, 1994

                             (DOLLARS IN THOUSANDS)


                                                                                                       MARCH 31         September 30
                                                                                                       -----------------------------
                                                                                                       (UNAUDITED)        (audited)

<S>                                                                                                    <C>                 <C>     
ASSETS
Current assets:
   Cash and cash equivalents ...............................................................           $  5,160            $ 10,990
   Short-term investments ..................................................................              4,899               3,938
   Accounts receivable, net ................................................................             12,251              14,242
   Unbilled work in progress ...............................................................              9,075               6,590
   Deferred income taxes ...................................................................              1,389               1,379
   Prepaid expenses and other current assets ...............................................              4,429               1,188
                                                                                                       --------            --------
     Total current assets ..................................................................             37,203              38,327
Noncurrent assets:
   Long-term investments ...................................................................             10,196              10,461
   Note receivable .........................................................................              2,906               2,915
   Property and equipment, net .............................................................             15,928              12,334
   Intangibles, net ........................................................................              4,081               3,406
   Deferred income taxes and other assets ..................................................              3,297               3,492
                                                                                                       --------            --------

                                                                                                       $ 73,611            $ 70,935
                                                                                                       ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and other accrued liabilities ..........................................           $  4,678            $  6,006
   Accrued compensation and employee benefits ..............................................              6,599              10,051
   Billings in excess of earned revenues ...................................................              5,350               4,027
   Income taxes payable ....................................................................                398               1,753
                                                                                                       --------            --------
     Total current liabilities .............................................................             17,025              21,837
   Deferred income taxes and other liabilities .............................................              4,838               3,826
   Capital leases ..........................................................................              2,146               2,333
   Commitments and contingencies ...........................................................               --                  --
                                                                                                       --------            --------
     Total liabilities .....................................................................             24,009              27,996
                                                                                                       --------            --------

Stockholders' equity:
   Common stock ............................................................................                 61                  60
   Paid-in capital in excess of par value ..................................................             14,384              13,210
   Retained earnings .......................................................................             35,335              30,010
   Treasury stock (25,700 shares at 3/31/95; 50,911 shares at
     9/30/94 ...............................................................................               (172)               (341)
   Net unrealized loss on investments ......................................................                 (5)               --
   Cumulative translation adjustment .......................................................                 (1)               --
                                                                                                       --------            --------

Total stockholders' equity .................................................................             49,602              42,939
                                                                                                       --------            --------

                                                                                                       $ 73,611            $ 70,935
                                                                                                       ========            ========
<FN>

See accompanying notes to the consolidated financial statements

</TABLE>



                                       3
<PAGE>

<TABLE>
<CAPTION>

                      FAIR, ISAAC AND COMPANY, INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

            FOR THE SIX- AND THREE-MONTH PERIODS ENDED MARCH 31, 1995
                  AND 1994 (IN THOUSANDS EXCEPT PER SHARE DATA)

                                                                           SIX MONTHS ENDED                   THREE MONTHS ENDED
                                                                               MARCH 31                            MARCH 31
                                                                      --------------------------           -------------------------
                                                                             (UNAUDITED)                          (UNAUDITED)
                                                                             -----------                          -----------
                                                                        1995              1994               1995             1994
                                                                        ----              ----               ----             ----

<S>                                                                    <C>               <C>               <C>               <C>    
Revenues ...................................................           $52,015           $42,131           $26,383           $21,025

Costs and expenses:
     Cost of revenues ......................................            19,894            15,961            10,436             8,119
     Sales and marketing ...................................            10,296             8,229             4,946             4,139
     Research and development ..............................             2,143             2,029               930             1,001
     General and administrative ............................            10,589             8,402             5,547             4,087
     Amortization of intangibles ...........................               376               385               167               211
                                                                       -------           -------           -------           -------

         Total costs and expenses ..........................            43,298            35,006            22,026            17,557
                                                                       -------           -------           -------           -------

Income from operations .....................................             8,717             7,125             4,357             3,468
Interest and other income (net) ............................               934               310               561               156
                                                                       -------           -------           -------           -------
Income before income taxes .................................             9,651             7,435             4,918             3,624
Income tax provision .......................................             3,901             2,957             1,990             1,441
                                                                       -------           -------           -------           -------
Net income .................................................           $ 5,750           $ 4,478           $ 2,928           $ 2,183
                                                                       =======           =======           =======           =======
Earnings per share .........................................           $   .91           $   .72           $   .46           $   .35
                                                                       =======           =======           =======           =======
Shares used in computing earnings per
   share ...................................................             6,348             6,234             6,353             6,238
                                                                       =======           =======           =======           =======

<FN>

   See accompanying notes to the consolidated financial statements.

</TABLE>




                                       4
<PAGE>

<TABLE>
<CAPTION>

                      FAIR, ISAAC AND COMPANY, INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE SIX-MONTH PERIODS ENDED MARCH 31, 1995 AND 1994
                             (DOLLARS IN THOUSANDS)

                                   (UNAUDITED)


                                                                                                       1995                  1994
                                                                                                       ----                  ----

<S>                                                                                                   <C>                  <C>     
Cash flows from operating activities:
     Net income ..........................................................................            $  5,750             $  4,478
     Adjustments to reconcile net income to cash provided by
     operating activities:
         Depreciation and amortization ...................................................               2,762                2,416
         Non-current liabilities .........................................................                 962                  519
         (Increase) decrease in accounts receivable and unbilled
              work in progress ...........................................................                (494)                 225
         Increase in prepaid expenses and other ..........................................                (624)                (117)
         Decrease in accrued compensation and employee
           benefits ......................................................................              (2,596)                (590)
         Decrease in accounts payable and other
           liabilities ...................................................................              (2,378)              (1,169)
         Decrease in income taxes payable ................................................              (3,972)              (1,456)
         Increase in billings in excess of contract costs ................................               1,373                2,273
                                                                                                      --------             --------
              Net cash provided by operating activities ..................................                 783                6,579
                                                                                                      --------             --------

Cash flows from investing activities:
     Additions to property, equipment and computer
         software ........................................................................              (5,685)              (2,656)
     Additions to other assets ...........................................................                (108)                 (63)
     Purchases of investments ............................................................              (5,379)                --
     Proceeds from maturities/sales of investments .......................................               4,674                1,601
                                                                                                      --------             --------
         Net cash used in investing activities ...........................................              (6,498)              (1,118)
                                                                                                      --------             --------

Cash flows from financing activities:
     Reduction of capital lease obligations ..............................................                (187)                (242)
     Issuance of stock ...................................................................                 488                  304
     Payment on note receivable ..........................................................                   9                   10
     Dividends paid ......................................................................                (425)                (411)
                                                                                                      --------             --------
         Net cash used in financing activities ...........................................                (115)                (339)
                                                                                                      --------             --------

Increase (decrease) in cash and cash equivalents .........................................              (5,830)               5,122
Cash and cash equivalents, beginning of period ...........................................              10,990                5,240
                                                                                                      --------             --------
Cash and cash equivalents, end of period .................................................            $  5,160             $ 10,362
                                                                                                      ========             ========

</TABLE>




                                       5
<PAGE>


                      FAIR, ISAAC AND COMPANY, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1        INVESTMENTS AVAILABLE FOR SALE

   Effective  October  1, 1994,  the  Company  adopted  Statement  of  Financial
Accounting Standards #115, Accounting for Certain Investments in Debt and Equity
Securities.  Accordingly,  the Company's investments are recorded at fair market
value at March 31, 1995.

NOTE 2        INCOME TAXES PAID

   Cash payments for income taxes during the  six-month  periods ended March 31,
1995, and 1994 were $4,986,000 and $2,800,000 respectively.

NOTE 3        NON-CASH TRANSACTIONS

   The Company contributed  treasury stock having a market value of $856,000 and
$661,000 to the Company's  Employee Stock Ownership Plan during the first fiscal
quarters of 1995 and 1994, respectively.





                                       6
<PAGE>


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 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 DynaMark,  and the percentage of revenues
represented by fixed-price and  usage-priced  revenues other than from DynaMark;
and (b) the  percentage  change  in  revenues  within  each  category  from  the
corresponding period in the prior fiscal year.  Fixed-price revenues include all
application  processing  software  revenues,  custom  scorecard  development and
consulting  projects for credit and insurance.  Virtually all usage revenues are
generated  through  third-party  alliances such as those with credit bureaus and
third-party credit card processors.

                                     REVENUE

                                                    SIX MONTHS
              THREE MONTHS ENDED   PERCENTAGE          ENDED      PERCENTAGE
                     MARCH 31,       CHANGE          MARCH 31,      CHANGE
                  --------------     ------        -------------    ------
                  1995      1994                   1995     1994 
                  ----      ----                   ----     ----
DynaMark ........ 15%       16%        18%         16%       16%      24%
Fixed-price ..... 31%       34%        13%         30%       35%       4%
Usage-priced .... 54%       50%        36%         54%       49%      37%
                  ---       ---                    ---       ---         
Total revenues . 100%      100%        25%        100%      100%      23%

     Products and services  sold to the  insurance  industry  accounted for less
than three percent of revenues in each of the three- and six-month periods ended
March 31, 1995, and March 31, 1994.




                                       7
<PAGE>



     The  increase in usage  revenues in the quarter and six months  ended March
31, 1995,  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 Stated  including the  PreScore(R)  and
ScoreNetSM  services,  and (b) the number of bankcard  accounts being managed by
the  Company's  account  management   services  delivered  through   third-party
processors.  Revenues for the credit bureau  scoring  services in the six months
ended March 31, 1995,  were  approximately  36 percent  higher than in the first
half of fiscal 1994.  Revenues from credit account management services delivered
through  third-party  processors  in the most  recent six months were 41% higher
than in the corresponding period of fiscal 1994.

     Revenues from credit bureau-related services have increased rapidly in each
of the last three fiscal years and  accounted  for  approximately  38 percent of
revenues in fiscal  1994.  Revenues  from  services  provided  through  bankcard
processors also increased 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  ten to twelve  percent  of the
Company's total revenues in fiscal 1994.

     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 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 have been introduced in the new Congress. These bills would
impose  new  restrictions  on  the  use  of  credit  bureau  data  to  prescreen
solicitation  lists.  Bills have also been introduced in state legislatures that
would affect the use of credit bureau data in various ways.  State regulation of
credit bureau data, particularly regulations imposing requirements on the credit
bureaus or credit  grantors  which differ from those existing under federal law,
may also have an  adverse  impact on bureau  scoring  services.  At this  point,
however,  the Company  cannot predict  whether any  particular  federal or state
legislation  affecting 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.

     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 six months  ended March 31,  1994.
Revenues  from sales of credit  application  scorecards  and credit  application
processing  software increased by approximately eight percent in the quarter and
two  percent in the six months  ended  March 31,  1995,  compared  with the same
periods of fiscal 1994. Revenues from end-user credit account management systems
("TRIAD")  in the three  and six  month  periods  ended  March 31,  1995 were 28
percent and three percent higher respectively than in the same periods of 1994.

     Revenues   derived   from   outside  of  the  United   States   represented
approximately  12 percent of total  revenues in the quarter and six months ended
March 31, 1995, compared with 15 and 14 percent, respectively, of total revenues
in the same periods a year earlier.  Fluctuations in foreign  currency  exchange
rates have not had a material impact on the results of operations.

     Over the past six  years,  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 has 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.  Since the
bottoming  out of the  industry  recession  in  1992,  there  has  been a  sharp
resurgence  in  bankcard  marketing  and  account  activity,  which has  further
benefited this core segment of our business.  However,  in view of the Company's
dominant  market  share and the  likelihood  that the  current  rate of industry
growth cannot be sustained  indefinitely,  the Company expects revenue growth to
slow from the rates experienced in fiscal 1993 and 1994, and it believes much of
its future  growth  prospects  will rest on 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,  and
small business lending.


                                       8
<PAGE>



COSTS AND EXPENSES

     The Company has entered  into an agreement  to lease  approximately  30,000
square feet of  additional  office  space near its  headquarters  in San Rafael,
California,  which  commenced late in calendar 1994. It is also planning to open
additional  branch offices and to expand existing  branches during 1995. It also
plans to significantly  increase the number of employees during fiscal 1995. The
costs of these  facilities  and personnel  are allocated to the functions  which
they  service.  Accordingly,  total  operating  expenses,  as  a  percentage  of
revenues,  were  slightly  higher in the quarter  ended March 31, 1995,  than in
immediately prior periods and are expected to be higher for the remainder of the
current fiscal year than in the second half of fiscal 1994.

<TABLE>

     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
quarter in the prior fiscal year.

<CAPTION>

                                                                                        SIX MONTHS
                                      THREE MONTHS ENDED      PERCENTAGE                    ENDED         PERCENTAGE
                                            MARCH 31,           CHANGE                     MARCH 31,        CHANGE
                                         ---------------        -----                 --------------        ------
                                          1995      1994                               1995     1994
                                          ----      ----                               ----     ----
<S>                                       <C>       <C>          <C>                   <C>       <C>        <C>
Revenues ..............................   100%      100%          25%                  100%      100%        23%
Costs and expenses:
   Cost of revenues ...................    40        39           29%                   38        38         25%
   Sales and marketing ................    19        20           20%                   20        19         25%
   Research and development ...........     3         5           (7%)                   4         5          6%
   General and administrative .........    21        19           36%                   20        20         26%
   Amortization of intangibles ........     1         1          (21%)                   1         1         (2%)
                                          ---       ---                                ---       ---           
     Total costs and expenses .........    83        84           25%                   83        83         24%
                                          ---       ---                                ---       ---           
Income from operations ................    17        16           26%                   17        17         22%
   Interest and other income ..........     2         1          260%                    2         1        200%
                                          ---       ---                                ---       ---           
Income before income taxes ............    19        17           36%                   19        18         30%
   Provision for income taxes .........     8         7           38%                    8         7         32%
                                          ---       ---                                ---       ---           
Net income ............................    11%       10%          34%                   11%       11%        28%
                                          ---       ---                                ---       ---           

</TABLE>

COST OF REVENUES

     Cost of revenues  consists  primarily  of  personnel,  travel,  and related
overhead costs;  costs of computer service bureaus;  and the amounts paid by the
Company to credit bureaus for scores and related  information in connection with
the  ScoreNet  Service.  The cost of  revenues,  as a  percentage  of  revenues,
increased  slightly  in the  quarter and six months  ended  March 31,  1995,  as
compared with the same periods a year earlier,  due primarily to the increase in
ScoreNet revenues as a percentage of revenues.

SALES AND MARKETING

     Sales and marketing  expenses  consist  principally  of personnel,  travel,
overhead,  advertising  and other  promotional  expenses.  For the quarter ended
March 31, 1995, these expenses, as a percentage of revenues,  decreased slightly
from the same quarter in the previous  year.  For the six months ended March 31,
1995, these expenses, as a percentage of revenues,  were slightly higher than in
the  corresponding  period of fiscal 1994, as a result of increased  advertising
expenses and increases in headcount, especially in the international area.

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.   Research  and  development
expenses,  in absolute  dollars,  were down  slightly for the three months ended
March 31,  1995,  but up  slightly  for the six  months  ended  March 31,  1995.
Research and development  expenses have remained  relatively constant during the
past three years.



                                       9
<PAGE>



GENERAL AND ADMINISTRATIVE

     General and administrative expenses consist mainly of compensation expenses
for certain  senior  management,  corporate  facilities  expenses,  the costs of
administering certain 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  essentially  unchanged for the six
months ended March 31, 1995, but were significantly  higher for the three months
ended  March 31,  1995,  compared  with the same  periods  in fiscal  1994.  The
increase in the most recent  quarter was due primarily to the increase in office
space noted above.

FINANCIAL CONDITION

     Working  capital  increased  from  $16,490,000  at  September  30,  1994 to
$20,178,000  at  March  31,  1995;  and cash and  interest  bearing  investments
decreased  from  $25,389,000  at September 30, 1994, to $20,255,000 at March 31,
1995.  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  $5.7  million in
additions to property and  equipment  and $5.0 million in income tax payments in
the six  months  ended  March  31,  1995.  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, 1995,  the Company made a payment to the
former  shareholders  of  DynaMark  in the  amount  of  $2.0  million  based  on
DynaMark's  performance in calendar 1994 pursuant to the "earnout" provisions of
the  acquisition  agreement.  An  additional  payment may be  required  based on
DynaMark's financial results in calendar year 1995. Such payment will not exceed
$2.67 million.

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  six-month  periods  ended  March 31, 1995 and 1994 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 1994 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.  However,  in recent years, these fluctuations were generally
offset by the strong growth in revenues from services  delivered  through credit
bureaus and third-party bankcard processors.

     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.

                           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 11 of this Form 10-Q).

(b)      REPORTS ON FORM 8-K:

         None.




                                       10
<PAGE>


                                   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:  May 8, 1995

                                By           PETER L. MC CORKELL
                                  ---------------------------------------------
                                              Peter L. McCorkell
                                   Vice President, Secretary and General Counsel


                                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:  May 8, 1995

                                By               GERALD DE KERCHOVE
                                  ---------------------------------------------
                                                 Gerald de Kerchove
                                     Executive Vice President, Chief Financial
                                                Officer and Treasurer
                                           (Principal Financial Officer)




                                       11

<PAGE>

                                  EXHIBIT INDEX

                    TO FAIR, ISAAC AND COMPANY, INCORPORATED

            REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995

                                                                 Sequentially
Exhibit No.           Exhibit                                    Numbered Page
- - -----------           -------                                    -------------
11.1        Computation of earnings per share.                         13
27          Financial Data Schedule


                                       12




EXHIBIT 11.1

<TABLE>
<CAPTION>

                      FAIR, ISAAC AND COMPANY, INCORPORATED

                        COMPUTATION OF EARNINGS PER SHARE

                      (IN THOUSANDS EXCEPT PER SHARE DATA)


                                                                               6 MONTHS                            3 MONTHS
                                                                       3/31/95           3/31/94          3/31/95           3/31/94
<S>                                                                     <C>               <C>               <C>               <C>  
PRIMARY EARNINGS PER SHARE:

Weighted Average Common Shares
       Outstanding .........................................            6,103             5,883             6,113             5,906

Shares Issuable Upon Exercise of Stock
       Options .............................................              380               473               345               446

Less Shares Assumed to be Repurchased ......................             (135)             (122)             (105)             (114)
                                                                      -------           -------           -------           -------

Weighted Average Common Shares,
       as Adjusted .........................................            6,348             6,234             6,353             6,238
                                                                      =======           =======           =======           =======

Net Income .................................................          $ 5,750           $ 4,478           $ 2,928           $ 2,183
                                                                      =======           =======           =======           =======

Primary Earnings per Share .................................          $  0.91           $  0.72           $  0.46           $  0.35
                                                                      =======           =======           =======           =======


FULLY DILUTED EARNINGS PER SHARE:

Weighted Average Common Shares
       Outstanding .........................................            6,103             5,883             6,113             5,906

Shares Issuable Upon Exercise of Stock
       Options .............................................              380               473               345               446

Less Shares Assumed to be Repurchased ......................             (120)             (112)              (79)             (112)
                                                                      -------           -------           -------           -------

Weighted Average Common Shares,
       as Adjusted .........................................            6,363             6,244             6,379             6,240
                                                                      =======           =======           =======           =======

Net Income .................................................          $ 5,750           $ 4,478           $ 2,928           $ 2,183
                                                                      =======           =======           =======           =======

Fully Diluted Earnings Per Share ...........................          $  0.90           $  0.72           $  0.46           $  0.35
                                                                      =======           =======           =======           =======

</TABLE>


                                       13


<TABLE> <S> <C>


<ARTICLE> 5

       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              SEP-30-1994
<PERIOD-END>                                   MAR-31-1995
<CASH>                                            5160
<SECURITIES>                                      4899
<RECEIVABLES>                                    12531
<ALLOWANCES>                                       280
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 37203
<PP&E>                                           27566
<DEPRECIATION>                                   11638
<TOTAL-ASSETS>                                   73611
<CURRENT-LIABILITIES>                            17025
<BONDS>                                              0
<COMMON>                                            61
                                0
                                          0
<OTHER-SE>                                       49541
<TOTAL-LIABILITY-AND-EQUITY>                     73611
<SALES>                                          52015
<TOTAL-REVENUES>                                 52015
<CGS>                                            19894
<TOTAL-COSTS>                                    43298
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 107
<INCOME-PRETAX>                                   9651
<INCOME-TAX>                                      3901
<INCOME-CONTINUING>                               5750
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      5750
<EPS-PRIMARY>                                      .91
<EPS-DILUTED>                                      .90
        


</TABLE>


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