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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _____________
-----------------
COMMISSION FILE NUMBER 0-19538
IMRS INC.
(Exact name of registrant as specified in its charter)
D/B/A HYPERION SOFTWARE
DELAWARE 06-1326879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902
(Address of principal executive offices, including zip code)
(203) 321-3500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X No
--- ---
As of October 31, 1995, there were 8,183,940 shares of the Registrant's
common stock, $.01 par value, outstanding.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Form 10-Q
CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet --
September 30, 1995 and June 30, 1995.......................................... 2
Condensed Consolidated Statement of Income --
Three Months Ended September 30, 1995 and 1994................................ 3
Condensed Consolidated Statement of Cash Flows --
Three Months Ended September 30, 1995 and 1994................................ 4
Notes to Condensed Consolidated Financial Statements --
September 30, 1995............................................................ 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................. 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................... 10
SIGNATURES......................................................................... 11
</TABLE>
Hyperion, Financial Intelligence, Executive Forum, IMRS, Micro Control and
OnRequest are registered trademarks and Hyperion Financials, Hyperion
Enterprise, Hyperion Pillar, Hyperion Analyst, Hyperion Connect, Hyperion
Retrieve, Hyperion Reporting, Hyperion Forms, Hyperion OnTrack, Hyperion Ledger,
Hyperion Payables, Hyperion Admin, Hyperion Tools, Hyperion Purchasing, Hyperion
Receivables, Hyperion Assets, Hyperion Software and LedgerLink are trademarks of
the company. FYPlan and Pillar are registered trademarks and FYControl is a
trademark of Hyperion Software, Pillar Group Inc., a wholly-owned subsidiary of
the company. All other trademarks and company names mentioned are the property
of their respective owners.
For further information, refer to the IMRS Inc. annual report on Form
10-K for the year ended June 30, 1995.
<PAGE> 3
IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Condensed Consolidated Balance Sheet
(In thousands, except for share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1995 1995
-------------------------
ASSETS (UNAUDITED) (NOTE)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 42,234 $ 45,494
Accounts receivable -- net of allowances of $2,600 and $2,500 38,481 48,006
Prepaid expenses and other current assets 3,010 4,124
Deferred income taxes 1,879 2,059
------------------------
TOTAL CURRENT ASSETS 85,604 99,683
Property and equipment -- at cost, less accumulated
depreciation and amortization of $15,579 and $13,570 37,734 32,093
Product development costs -- at cost, less accumulated
amortization of $5,371 and $4,604 10,082 9,401
Goodwill and other intangible assets -- at cost, less
accumulated amortization of $4,557 and $4,337 3,891 3,007
Deposits and other assets 2,190 1,974
------------------------
Total assets $ 139,501 $ 146,158
========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 13,287 $ 13,050
Accrued employee compensation and benefits 7,936 14,879
Income taxes payable 645 3,108
Deferred revenue 27,003 30,599
Notes payable 710 741
------------------------
TOTAL CURRENT LIABILITIES 49,581 62,377
Mortgage payable 8,801 8,910
Deferred income taxes 3,447 3,165
Stockholders' equity:
Preferred stock -- $.01 par value; authorized -- 1,000,000 shares;
none issued
Common stock -- $.01 par value; authorized -- 15,000,000 shares;
issued -- 10,342,466 and 10,189,033 shares 103 102
Additional paid-in capital 68,187 64,364
Retained earnings 22,875 20,659
Currency translation adjustments (460) (386)
Treasury stock, at cost -- 2,160,420 shares (13,033) (13,033)
------------------------
TOTAL STOCKHOLDERS' EQUITY 77,672 71,706
------------------------
Total liabilities and stockholders' equity $ 139,501 $ 146,158
========================
</TABLE>
Note: the balance sheet at June 30, 1995 has been derived from the audited
financial statements at that date.
See accompanying notes.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Condensed Consolidated Statement of Income (Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
------------------------
<S> <C> <C>
REVENUES
Software licenses $ 18,034 $ 13,591
License renewals and services 18,599 12,737
------------------------
Total revenues 36,633 26,328
COSTS AND EXPENSES
Cost of revenues:
Software licenses 1,017 750
License renewals and services 11,417 7,654
Sales and marketing 11,879 8,336
Product development 5,526 4,336
General and administrative 3,612 2,432
------------------------
33,451 23,508
------------------------
OPERATING INCOME 3,182 2,820
Interest income 448 349
Interest expense (24) (28)
------------------------
INCOME BEFORE INCOME TAXES 3,606 3,141
Provision for income taxes 1,390 1,270
------------------------
NET INCOME $ 2,216 $ 1,871
========================
EARNINGS PER SHARE
Primary $.25 $.22
Fully diluted $.25 $.22
AVERAGE NUMBER OF SHARES OUTSTANDING
Primary 8,945 8,510
Fully diluted 8,978 8,614
</TABLE>
See accompanying notes.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Condensed Consolidated Statement of Cash Flows (Unaudited)
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
--------------------
<S> <C> <C>
CASH PROVIDED BY OPERATING ACTIVITIES $ 5,827 $ 6,785
INVESTING ACTIVITIES
Office facilities in progress (4,074)
Leasehold improvements and purchases of furniture,
equipment and software (3,620) (3,346)
Product development costs (1,448) (1,136)
Deposits and intangible assets (486)
Acquisition of business (834)
--------------------
Cash used by investing activities (10,462) (4,482)
FINANCING ACTIVITIES
Principal payments on notes payable (140) (5)
Exercise of stock options by employees 1,589 330
--------------------
Cash provided by financing activities 1,449 325
Effect of exchange rate changes (74) (8)
--------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,260) 2,620
Cash and cash equivalents at beginning of period 45,494 37,913
--------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 42,234 $ 40,533
====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes $ 1,157 $ 1,303
Interest ($133 capitalized in 1995) 148 14
</TABLE>
See accompanying notes.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 1995
A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring accruals, considered necessary for a fair presentation
have been included in the accompanying unaudited financial statements. Operating
results for the three-month period ended September 30, 1995 are not necessarily
indicative of the results that may be expected for the full year ending June 30,
1996. For further information, refer to the consolidated financial statements
and footnotes thereto included in the company's annual report on Form 10-K for
the year ended June 30, 1995.
In November 1994, the company completed a merger with Pillar Corporation
("Pillar"). Pillar, based in California, develops, markets and supports
Windows-based corporate budgeting and planning products. The acquisition has
been accounted for as a pooling of interests. Accordingly, the financial
statements have been restated for all prior periods to include Pillar.
Earnings per share ("EPS") are calculated by dividing net income by the weighted
average number of common and common equivalent shares outstanding during the
period after giving effect to the merger with Pillar. For primary EPS, common
equivalent shares are shares which would be issuable upon the exercise of
outstanding stock options, reduced by the number of shares assumed to be
purchased by the company with the proceeds obtained therefrom at the average
market price during the period. For the fully diluted EPS calculation, shares
are assumed to be purchased by the company at the higher of the average or
period-end market price and, therefore, this calculation may include additional
equivalent shares.
B. CONTINGENCIES
From time to time, in the normal course of business, various claims are made
against the company. At this time, in the opinion of management, there are no
pending claims the outcome of which is expected to result in a material adverse
effect on the financial position of the company.
C. SUBSEQUENT EVENT
On November 11, 1995, the company agreed, in principle, subject to detailed
specifications, to acquire certain rights from Sinper Corporation to its On-Line
Analytical Processing ("OLAP") technology for $1.5 million and royalty
payments based on future sales. The company expects to use the new technology
in the development of "Hyperion OLAP," a value-added solution that will
combine Hyperion's financial management technologies with an OLAP engine to
address complex and high-volume, multi-dimensional analysis needs, such as
product profitability and sales analysis. The $1.5 million payment would
represent the purchase of research and development and is expected to be
included as a one-time charge in the company's operating results for the
quarter ending December 31, 1995.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Dollars in thousands)
OVERVIEW
Hyperion Software, incorporated in 1981, develops, markets and supports complete
financial management and accounting solutions for enterprise client/server
environments. The company's software addresses the diverse accounting, financial
consolidation, management reporting, budgeting and information access needs of
large corporations worldwide. The company designs products specifically for
network implementation, providing fast, multi-user access to centrally
controlled and secure corporate data.
The company derives revenues from licensing its software products and providing
related product installation, support and training services. Customers are
billed an initial fee for the software upon delivery. A license renewal fee
entitling customers to routine support and product updates is billed annually.
Hyperion Software licenses its products throughout the world primarily through a
direct sales force. In certain territories outside of North America, products
are licensed through independent distributors, including major accounting firms.
The company includes in revenues its net share of revenues generated by
distributors.
The company operates with a minimal software licensing backlog. Therefore,
quarterly revenues and operating results are quite dependent on the volume and
timing of the signing of licensing agreements and product deliveries during the
quarter, which are difficult to forecast. The company's future operating results
may fluctuate due to these and other factors, such as customer buying patterns,
the timing of new product introductions and product upgrade releases, the
company's hiring plans, the scheduling of sales and marketing programs, and new
product development by the company or its competitors. The company generally has
realized lower revenues in its first (September) and third (March) fiscal
quarters than in the immediately following quarters. Total revenues and net
income were $36,633 and $2,216, respectively, for the first quarter of fiscal
1996, and $50,676 and $6,860, respectively, for the fourth quarter of fiscal
1995. The company believes that these revenue fluctuations are caused by
customer buying patterns, including traditionally slow purchase activity in the
summer months and low purchase activity in the financial reporting and
consolidation market during the March quarter, as many potential customers are
busy with their year-end closing and financial reporting. In any case, due to
the relatively fixed nature of certain costs, including personnel and facilities
expenses, a decline in quarterly and/or annual revenues typically results in
lower profitability or may result in losses.
For further information, refer to the IMRS Inc. annual report on Form 10-K for
the year ended June 30, 1995.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
(Dollars in thousands)
RESULTS OF OPERATIONS
REVENUES
<TABLE>
<CAPTION>
First Quarter Ended
September 30, 1995 CHANGE 1994
- - - ------------------------------- ------------------------------
<S> <C> <C> <C>
Software licenses $18,034 32.7% $13,591
Percentage of total revenues 49.2% 51.6%
- - - ------------------------------- ------------------------------
License renewals and services $18,599 46.0% $12,737
Percentage of total revenues 50.8% 48.4%
- - - ------------------------------- ------------------------------
</TABLE>
Software license revenues rose primarily as a result of an increase in the
number of licenses sold (unit volume) versus, for example, price increases.
In particular, revenue growth was led by demand for the company's Microsoft
Windows-based enterprise financial management and planning products, which
continues to be strong.
The increase in license renewal and service revenue is mainly attributable to
the year-to-year growth of the company's installed customer base.
Revenues generated from markets outside the United States for the quarters ended
September 30, 1995 and 1994 were $11,763 and $6,133, or 32.1% and 23.3% of total
revenues, respectively. Revenue growth was particularly strong in certain
territories of Asia, Canada and in Europe, most notably in France and the
Netherlands.
COST OF REVENUES
<TABLE>
<CAPTION>
First Quarter Ended
September 30, 1995 CHANGE 1994
- - - ------------------------------- -----------------------------
<S> <C> <C> <C>
Software licenses $ 1,017 35.6% $ 750
Gross profit percentage 94.4% 94.5%
- - - ------------------------------- -----------------------------
License renewals and services $ 11,417 49.2% $7,654
Gross profit percentage 38.6% 39.9%
- - - ------------------------------- -----------------------------
</TABLE>
Cost of software license revenues consists primarily of the cost of product
packaging and documentation materials, amortization of capitalized software
costs, amortization of certain intangible assets related to business
acquisitions, and royalty expenses. The increase in the cost of software license
revenues principally reflects the associated increase in the amortization of
capitalized costs related to new products and product enhancements. The
amortization of capitalized software costs commences upon the general release of
the software to customers.
The increase in the cost of license renewal and service revenues was due
primarily to additional staffing expense for both installation and ongoing
support services. The professional services staff includes new members dedicated
to the company's newly released (March 1995) set of accounting products,
Hyperion Financials.
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<PAGE> 9
IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
(Dollars in thousands)
OPERATING EXPENSES
<TABLE>
<CAPTION>
First Quarter Ended
September 30, 1995 CHANGE 1994
- - - ------------------------------- ----------------------------------
<S> <C> <C> <C>
Sales and marketing $11,879 42.5% $ 8,336
Percentage of total revenues 32.4% 31.7%
- - - ------------------------------- ----------------------------------
Product development $ 5,526 27.4% $ 4,336
Percentage of total revenues 15.1% 16.5%
- - - ------------------------------- ----------------------------------
General and administrative $ 3,612 48.5% $ 2,432
Percentage of total revenues 9.9% 9.2%
- - - ------------------------------- ----------------------------------
</TABLE>
The increase in sales and marketing expenses is primarily due to a net increase
in sales-marketing personnel, an increase in commission costs directly
associated with the significant increase in software license revenues and, to a
lesser extent, greater overall marketing initiatives.
The increase in product development expenses reflects additional personnel and
third-party development costs associated with expanded research and development
activities. In the quarters ended September 30, 1995 and 1994, the company
capitalized $1,448 and $1,136 of software development costs, respectively, in
accordance with Statement of Financial Accounting Standards No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed."
The amounts capitalized by the company primarily relate to the company's
development of Microsoft Windows-based financial management and accounting
applications for client/server environments and represented 20.8% of total
product development expenditures. Capitalized software costs are amortized over
the estimated useful life of the product, but generally not more than four
years.
The increase in general and administrative expenses resulted from increases in
personnel and professional services costs incurred to support the growth of the
company's overall operations.
PROVISION FOR INCOME TAXES
The company's effective income tax rate decreased from 40.4% to 38.5%, as a
greater portion of the company's operating profits arose in jurisdictions where
the income tax rates are lower. The rate for the current period reflects the
company's expectations for the full year ending June 30, 1996.
NET INCOME
As a result of the above factors, net income for the three-month period ended
September 30, 1995 increased to $2,216, or by 18.4%, from $1,871 for the
corresponding period of 1994.
To date, the overall impact of inflation on the company has not been material.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
(Dollars in thousands)
LIQUIDITY AND CAPITAL RESOURCES
To date, the company has financed its business principally through positive cash
flow from operations, long-term and short-term borrowings and sales of its
common stock. For fiscal years 1993, 1994 and 1995, and for the three months
ended September 30, 1995, the company generated positive cash flow from
operations of $6,626, $19,707, $28,936 and $5,827, respectively.
Cash used by investing activities amounted to $10,462 for the three
months ended September 30, 1995, including $4,074 for office facilities in
progress, $3,620 for leasehold improvements and purchases of equipment and
software, $1,448 for product development costs, $486 for deposits and
intangible assets and $834 to reacquire company product distribution and
service rights for Scandinavia. Such exclusive rights were held by a
Sweden-based distributor since 1989.
Financing activities in the quarter ended September 30, 1995, including stock
options exercised by employees and payment of indebtedness, generated cash of
$1,449. In connection with the stock options exercised by certain of its
employees (for a total of 153,433 common shares), the company recognized (as a
credit to additional paid-in capital) an income tax benefit of $2,234 for the
three months ended September 30, 1995.
As of September 30, 1995, the company had cash and cash equivalents of $42,234
and working capital of $36,023, no long-term debt other than the mortgage loan
for the Stamford, Connecticut office facility, and its ratio of current assets
to current liabilities was 1.7 to 1. Cash equivalents are comprised primarily of
investment grade U.S. state and political subdivision obligations with varying
terms of three months or less. The company has long-term credit availability of
$25,000 under a revolving credit facility. The company anticipates capital
expenditures of approximately $30,000 for its 1996 fiscal year, including
$14,000 to complete the office facilities and $6,000 of capitalized product
development costs. The company intends to continue to review potential
acquisitions that it believes would enhance the company's growth and
profitability. From time to time, in the normal course of business, various
claims are made against the company. At this time, in the opinion of management,
there are no pending claims the outcome of which is expected to result in a
material adverse effect on the financial position of the company.
The company believes that funds generated from operations, existing cash
balances and its available credit facility will be sufficient to finance the
company's operations for at least the next two years.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Part II. Other Information
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibit is included herein: (11) Statement Re: Computation of
Earnings Per Share.
The company did not file any reports on Form 8-K during the three months ended
September 30, 1995.
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Form 10-Q
for the three-month period ended September 30, 1995
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.
IMRS Inc. (d/b/a Hyperion Software)
----------------------------------------------------
Michael A. Manto Date
Corporate Controller
----------------------------------------------------
Lucy Rae Ricciardi Date
Senior Vice President and Chief Financial Officer
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IMRS Inc. and Subsidiaries (d/b/a Hyperion Software)
Exhibit (11) - Statement Re: Computation of Earnings Per Share (Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
--------------------
<S> <C> <C>
PRIMARY
Weighted average number of common
shares outstanding 8,113 7,676
Weighted average number of common
equivalent shares outstanding 832 834
--------------------
8,945 8,510
====================
Net income $2,216 $1,871
====================
Per share amount $.25 $.22
====================
FULLY DILUTED
Weighted average number of common
shares outstanding 8,113 7,676
Weighted average number of common
equivalent shares outstanding 865 938
--------------------
8,978 8,614
====================
Net income $2,216 $1,871
====================
Per share amount $.25 $.22
====================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF IMRS INC. (d/b/a HYPERION SOFTWARE) FOR THE
QUARTER ENDED SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 42,234
<SECURITIES> 0
<RECEIVABLES> 41,081
<ALLOWANCES> 2,600
<INVENTORY> 0
<CURRENT-ASSETS> 85,604
<PP&E> 53,313
<DEPRECIATION> 15,579
<TOTAL-ASSETS> 139,501
<CURRENT-LIABILITIES> 49,581
<BONDS> 0
<COMMON> 103
0
0
<OTHER-SE> 77,569
<TOTAL-LIABILITY-AND-EQUITY> 139,501
<SALES> 36,633
<TOTAL-REVENUES> 36,633
<CGS> 12,434
<TOTAL-COSTS> 33,451
<OTHER-EXPENSES> 21,017
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24
<INCOME-PRETAX> 3,606
<INCOME-TAX> 1,390
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,216
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
