FAIR ISAAC & COMPANY INC
10-Q, 1996-05-14
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, 1996

              [   ]         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 9, 1996, was 12,444,510.


<PAGE>

<TABLE>

                                TABLE OF CONTENTS
<CAPTION>

                                                                                                            Page
                                                                                                            ----
PART I.  FINANCIAL INFORMATION

<S>          <C>                                                                                             <C>
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

</TABLE>


                                       2
<PAGE>

<TABLE>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. Financial Statements.

                      FAIR, ISAAC AND COMPANY, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 1996 and September 30, 1995

                             (dollars in thousands)

<CAPTION>

                                                                                                 March 31              September 30
                                                                                                 --------              ------------
                                                                                                (unaudited)              (audited)

<S>                                                                                               <C>                      <C>     
ASSETS
Current assets:
   Cash and cash equivalents .....................................................                $ 12,114                 $  8,321
   Short-term investments ........................................................                   4,018                    5,874
   Accounts receivable, net ......................................................                  21,318                   19,094
   Unbilled work in progress .....................................................                   6,969                   11,299
   Deferred income taxes .........................................................                   1,426                    1,399
   Prepaid expenses and other current assets .....................................                   3,279                    1,784
                                                                                                  --------                 --------
       Total current assets ......................................................                  49,124                   47,771
Noncurrent assets:
   Long-term investments .........................................................                  12,970                   10,923
   Note receivable ...............................................................                   2,885                    2,895
   Property and equipment, net ...................................................                  20,070                   16,815
   Intangibles, net ..............................................................                   4,321                    4,957
   Deferred income taxes and other assets ........................................                   4,351                    4,929
                                                                                                  --------                 --------
                                                                                                  $ 93,721                 $ 88,290
                                                                                                  ========                 ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and other accrued liabilities ................................                $  7,785                 $  5,830
   Accrued compensation and employee benefits ....................................                   9,706                   10,631
   Billings in excess of earned revenues .........................................                   5,067                    5,314
   Income taxes payable ..........................................................                   1,478                    1,603
                                                                                                  --------                 --------
       Total current liabilities .................................................                  24,036                   23,378
   Other liabilities .............................................................                   3,131                    6,854
   Capital leases ................................................................                   1,724                    1,930
   Commitments and contingencies .................................................                    --                       --
                                                                                                  --------                 --------
       Total liabilities .........................................................                  28,891                   32,162
                                                                                                  --------                 --------

Stockholders' equity:
   Common stock ..................................................................                     125                      123
   Paid-in capital in excess of par value ........................................                  15,769                   14,508
   Retained earnings .............................................................                  49,384                   41,975
   Less treasury stock (18,904 shares at cost at 3/31/96;
       53,562 at 9/30/95) ........................................................                     (53)                    (228)
   Less pension adjustment .......................................................                    (406)                    (406)
   Unrealized gain on investment .................................................                      11                      156
                                                                                                  --------                 --------
       Total stockholders' equity ................................................                  64,830                   56,128
                                                                                                  --------                 --------
                                                                                                  $ 93,721                 $ 88,290
                                                                                                  ========                 ========
<FN>

   See accompanying notes to the consolidated financial statements.

</FN>
</TABLE>


                                       3
<PAGE>

<TABLE>

                      FAIR, ISAAC AND COMPANY, INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

       For the six- and three-month periods ended March 31, 1996 and 1995
                      (in thousands except per share data)

<CAPTION>

                                                                       Six Months Ended                     Three Months Ended
                                                                           March 31                              March 31
                                                               ---------------------------------   ---------------------------------
                                                                          (Unaudited)                             (Unaudited)
                                                                          -----------                             -----------
                                                                   1996                1995                1996               1995
                                                                   ----                ----                ----               ----
<S>                                                             <C>                <C>                <C>                <C>        
Revenues ...............................................        $    67,904        $    52,015        $    35,275        $    26,383

Costs and expenses:
     Cost of revenues ..................................             26,704             19,894             13,530             10,436
     Sales and marketing ...............................             11,289             10,296              5,893              4,946
     Research and development ..........................              2,989              2,143              2,229                930
     General and administrative ........................             13,302             10,589              5,950              5,547
     Amortization of intangibles .......................                575                376                288                167
                                                                -----------        -----------        -----------        -----------

         Total costs and expenses ......................             54,859             43,298             27,890             22,026
                                                                -----------        -----------        -----------        -----------

Income from operations .................................             13,045              8,717              7,385              4,357
Interest and other income (net) ........................                340                934                 27                561
                                                                -----------        -----------        -----------        -----------
Income before income taxes .............................             13,385              9,651              7,412              4,918
Income tax provision ...................................              5,488              3,901              3,039              1,990
                                                                -----------        -----------        -----------        -----------
Net income .............................................        $     7,897        $     5,750        $     4,373        $     2,928
                                                                -----------        -----------        -----------        -----------
Earnings per share .....................................        $       .62        $       .45        $       .34        $       .23
                                                                ===========        ===========        ===========        ===========
Shares used in computing earnings per
   share ...............................................         12,790,000         12,696,000         12,803,000         12,706,000
                                                                ===========        ===========        ===========        ===========

<FN>

   See accompanying notes to the consolidated financial statements.

</FN>
</TABLE>




                                       4
<PAGE>

<TABLE>
                      FAIR, ISAAC AND COMPANY, INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

             For the six-month periods ended March 31, 1996 and 1995
                             (dollars in thousands)

                                   (UNAUDITED)

<CAPTION>

                                                                                                      1996                   1995
                                                                                                      ----                   ----
<S>                                                                                                 <C>                    <C>     
Cash flows from operating activities:

     Net Income ......................................................................              $  7,897               $  5,750
     Adjustments to reconcile net income to cash provided by operating
         activities:

       Depreciation and amortization .................................................                 3,824                  2,762
       Decrease (increase) in accounts receivable and unbilled work in
         progress ....................................................................                 2,117                   (494)
       (Increase) in prepaid expenses and other assets ...............................                (1,439)                  (624)
       (Decrease) in accrued compensation and employee benefits ......................                (3,669)                (1,634)
       Increase (decrease) in accounts payable and other liabilities .................                 3,270                   (228)
       (Decrease) in income taxes payable ............................................                  (125)                (3,972)
       Increase (decrease) in billings in excess of earned revenues ..................                  (247)                 1,373
                                                                                                    --------               --------

              Net cash provided by operating activities ..............................                11,628                  2,933
                                                                                                    --------               --------

Cash flows from investing activities:

     Purchases of property, equipment and computer software ..........................                (6,237)                (5,793)
     Purchase of DynaMark, Inc. ......................................................                (1,231)                (2,150)
     Purchases of investments ........................................................                (3,501)                (5,379)
     Proceeds from maturities/sales of investments ...................................                 3,362                  4,674
                                                                                                    --------               --------

              Net cash used in investing activities ..................................                (7,607)                (8,648)
                                                                                                    --------               --------

Cash flows from financing activities:

     Reduction of capital lease obligations ..........................................                  (206)                  (187)
     Issuance of stock ...............................................................                   459                    488
     Payment on note receivable ......................................................                    10                      9
     Dividends Paid ..................................................................                  (492)                  (425)
                                                                                                    --------               --------

              Net cash used in financing activities ..................................                  (229)                  (115)
                                                                                                    --------               --------

Increase (decrease) in cash and cash equivalents .....................................                 3,792                 (5,830)
Cash and cash equivalents, beginning of period .......................................                 8,321                 10,990
                                                                                                    --------               --------
Cash and cash equivalents, end of period .............................................              $ 12,113               $  5,160
                                                                                                    ========               ========

</TABLE>


                                       5
<PAGE>

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

Note 1        Income taxes paid

   Cash payments for income taxes during the  six-month  periods ended March 31,
1996 and 1995, were $5,488,000 and $4,986,000, 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
<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 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.

<TABLE>

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.

<CAPTION>

                                           Three Months                                 Six Months
                                              Ended          Percentage                    Ended         Percentage
                                             March 31,         Change                     March 31,        Change
                                         --------------        ------                 -------------        ------
                                         1996      1995                               1996     1995
                                         ----      ----                               ----     ----      
<S>                                      <C>       <C>            <C>                 <C>       <C>          <C>
Credit
   Fixed-price                            32%       30%           44%                  30%       28%         37%
   Usage-priced                           53%       53%           35%                  54%       54%         32%
DynaMark                                  12%       15%            9%                  13%       16%         10%
Insurance                                  3%        2%           37%                   3%        2%         64%
                                        -----     -----                              -----     -----

Total revenues                           100%      100%           34%                 100%      100%         31%

</TABLE>

     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 six  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 fiscal 1996 has been slowed by disruptions caused by the merger of one of its
largest customers.

     The increases in Insurance  revenues for the three- and  six-month  periods
ended March 31, 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
<PAGE>

     The increase in usage revenues from the Credit business unit in the quarter
and six months  ended March 31, 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 the PreScore(R) and ScoreNet(R) 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, 1996, were  approximately  29 percent
higher  than in the first half of fiscal  1995.  Revenues  from  credit  account
management services delivered through third-party  processors in the most recent
six months  were 32 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 six months  ended March 31,  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 six months ended March 31, 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 six month periods ended
March 31, 1996 were 57 percent and 54 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(R). 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 six months ended
March 31, 1996, compared with 12 percent 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
<PAGE>


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,  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.

<TABLE>

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.

<CAPTION>
                                            Six Months                                  Three Months
                                               Ended           Percentage                  Ended           Percentage
                                             March 31,           Change                  March 31,           Change
                                           -------------         ------                -------------         ------
                                           1996     1995                               1996     1995
                                           ----     ----                               ----     ----
<S>                                         <C>     <C>            <C>                 <C>       <C>          <C>
Revenues                                    100%    100%           31%                 100%      100%         34%
Costs and expenses:
   Cost of revenues                          39      38            34%                  38        40          30%
   Sales and marketing                       17      20            10%                  17        19          19%
   Research and development                   4       4            39%                   6         3         140%
   General and administrative                20      20            26%                  17        21           7%
   Amortization of intangibles                1       1            53%                   1         1          72%
                                         ------    ----                              -----      ----
     Total costs and expenses                81      83            27%                  79        83          27%
                                         ------    ----                              -----      ----
Income from operations                       19      17            50%                  21        17          69%
   Interest and other income                  1       2           (64%)                  1         2         (95%)
                                         ------    ----                              -----      ----
Income before income taxes                   20      19            39%                  21        19          51%
   Provision for income taxes                 8       8            41%                   9         8          53%
                                         ------    ----                              -----      ----
Net income                                   12%     11%           37%                  12%       11%         49%
                                         ------    ----                              -----     -----

</TABLE>

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 six months ended March 31,
1996, as compared with the same periods a year earlier.

Sales and Marketing

     Sales and marketing  expenses  consist  principally  of personnel,  travel,
overhead,  advertising and other promotional  expenses.  For the quarter and six
months  ended March 31,  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 six
months ended March 31, 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
<PAGE>

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  essentially  unchanged for the six
months ended March 31, 1996, but were  significantly  lower for the three months
ended  March 31,  1996,  compared  with the same  periods  in fiscal  1995.  The
decrease in the most recent  quarter was due primarily to a temporary  slow-down
in office expansions during the quarter.

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  six-month
periods ended March 31, 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
$25,088,000 at March 31, 1996. Cash and interest bearing  investments  increased
from  $24,024,000  at September 30, 1995, to  $26,979,000 at March 31, 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  $6.3 million in additions to
property and equipment and $5.5 million in income tax payments in the six months
ended March 31, 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  six-month  periods  ended  March 31, 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
<PAGE>

                           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).

         27       Financial Data Schedule

(b)      Reports on Form 8-K:

         None.


                                       11
<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 10, 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:  May 10, 1996

                               By      PATRICIA COLE
                                 -----------------------------------------------
                                       Patricia Cole
                                         Controller
                                 (Chief Accounting Officer)




                                       12
<PAGE>

                                  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




Exhibit 11.1

<TABLE>

                      FAIR, ISAAC AND COMPANY, INCOPORATED
                    
                        COMPUTATION OF EARNINGS PER SHARE

                      (IN THOUSANDS EXCEPT PER SHARE DATA)

<CAPTION>

                                                                      6 months                                 3 months
                                                             3/31/96            3/31/95               3/31/96              3/31/95
<S>                                                         <C>                  <C>                  <C>                  <C>     
Primary Earnings Per Share:

Weighted Average Common Shares
     Outstanding                                              12,343               12,206               12,357               12,226

Shares Issuable Upon Exercise of Stock
     Options                                                     715                  760                  704                  690

Less Shares Assumed to be Repurchased                           (268)                (270)                (258)                (210)
                                                            --------             --------             --------             --------

Weighted Average Common Shares,
     as Adjusted                                              12,790               12,696               12,803               12,706
                                                            ========             ========             ========             ========

Net Income                                                  $  7,897             $  5,750             $  4,373             $  2,928
                                                            ========             ========             ========             ========

Primary Earnings Per Share                                  $   0.62             $   0.45             $   0.34             $   0.23
                                                            ========             ========             ========             ========


Fully Diluted Earnings Per Share:

Weighted Average Common Shares
     Oustanding                                               12,343               12,206               12,357               12,226

Shares Issuable Upon Exercise of Stock
     Options                                                     731                  760                  722                  690

Less Shares Assumed to be Repurchased                           (224)                (240)                (231)                (158)
                                                            --------             --------             --------             --------

Weighted Average Common Shares,
     as Adjusted                                              12,850               12,726               12,848               12,758
                                                            ========             ========             ========             ========

Net Income                                                  $  7,897             $  5,750             $  4,373             $  2,928
                                                            ========             ========             ========             ========

Fully Diluted Earnings Per Share                            $   0.61             $   0.45             $   0.34             $   0.23
                                                            ========             ========             ========             ========

</TABLE>


                                       14

<TABLE> <S> <C>

<ARTICLE>                  5
<MULTIPLIER>                        1,000

       
<S>                                                                    <C>
<PERIOD-TYPE>                                                          6-MOS
<FISCAL-YEAR-END>                                                                              SEP-30-1996
<PERIOD-END>                                                                                   MAR-31-1996
<CASH>                                                                                              12,114
<SECURITIES>                                                                                         4,018
<RECEIVABLES>                                                                                       21,654
<ALLOWANCES>                                                                                           336
<INVENTORY>                                                                                              0
<CURRENT-ASSETS>                                                                                    49,124
<PP&E>                                                                                              35,157
<DEPRECIATION>                                                                                      15,087
<TOTAL-ASSETS>                                                                                      93,721
<CURRENT-LIABILITIES>                                                                               24,036
<BONDS>                                                                                                  0
<COMMON>                                                                                               125
                                                                                    0
                                                                                              0
<OTHER-SE>                                                                                          64,705
<TOTAL-LIABILITY-AND-EQUITY>                                                                        93,721
<SALES>                                                                                             67,904
<TOTAL-REVENUES>                                                                                    67,904
<CGS>                                                                                                    0
<TOTAL-COSTS>                                                                                       54,859
<OTHER-EXPENSES>                                                                                         0
<LOSS-PROVISION>                                                                                         0
<INTEREST-EXPENSE>                                                                                      85
<INCOME-PRETAX>                                                                                     13,385
<INCOME-TAX>                                                                                         5,488
<INCOME-CONTINUING>                                                                                  7,897
<DISCONTINUED>                                                                                           0
<EXTRAORDINARY>                                                                                          0
<CHANGES>                                                                                                0
<NET-INCOME>                                                                                         7,897
<EPS-PRIMARY>                                                                                         0.62
<EPS-DILUTED>                                                                                         0.61
        


</TABLE>


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