<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
--- THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
---
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to _____________.
--------------------------------
COMMISSION FILE NUMBER 0-19538
HYPERION SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1326879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902
(Address of principal executive offices, including zip code)
(203) 703-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
--- ---
As of November 1, 1996, there were 17,098,376 shares of the Registrant's
common stock, $.01 par value, outstanding.
- --------------------------------------------------------------------------------
<PAGE> 2
Hyperion Software Corporation
Form 10-Q
CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet --
September 30, 1996 and June 30, 1996....................................2
Condensed Consolidated Statement of Income --
Three Months Ended September 30, 1996 and 1995..........................3
Condensed Consolidated Statement of Cash Flows --
Three Months Ended September 30, 1996 and 1995..........................4
Notes to Condensed Consolidated Financial Statements --
September 30, 1996......................................................5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...........................................6
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders................10
Item 6. Exhibits and Reports on Form 8-K...................................10
SIGNATURES.................................................................11
Hyperion, Hyperion Software, Hyperion Financials, Micro Control, Financial
Intelligence, and Business Intelligence are registered trademarks and Hyperion
Enterprise, Hyperion Pillar, Hyperion Analyst, Hyperion OLAP, Hyperion Retrieve,
Hyperion Reporting, Hyperion Forms, Hyperion OnTrack, Hyperion Ledger, Hyperion
Payables, Hyperion Admin, Hyperion Tools, Hyperion Purchasing, Hyperion
Receivables, Hyperion Assets, Pillar, Conversion Catalyst and LedgerLink are
trademarks of Hyperion Software Operations Inc., a wholly-owned subsidiary of
Hyperion Software Corporation. Marvel Comics, Spider-Man: [Trademark] &
[Copyright] 1996 Marvel Characters, Inc. All rights reserved. All other
trademarks and company names mentioned are the property of their respective
owners.
For further information, refer to the Hyperion Software Corporation
annual report on Form 10-K for the year ended June 30, 1996.
<PAGE> 3
Hyperion Software Corporation
<TABLE>
Condensed Consolidated Balance Sheet
(in thousands, except for share data)
<CAPTION>
SEPTEMBER 30, JUNE 30,
1996 1996
-------------------------
ASSETS (Unaudited) (Note)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 41,401 $ 42,361
Accounts receivable--net of allowances of $4,900 47,786 55,674
Prepaid expenses and other current assets 3,199 3,925
Deferred income taxes 3,370 3,349
-------- --------
TOTAL CURRENT ASSETS 95,756 105,309
Property and equipment--at cost, less accumulated depreciation
and amortization of $23,907 and $21,063 55,489 54,606
Product development costs--at cost, less accumulated amortization
of $8,757 and $7,818 12,179 11,985
Product distribution rights, goodwill and other intangible
assets--at cost, less accumulated amortization of $6,411 and $5,784 13,081 6,087
Deposits and other assets 1,109 1,461
-------- --------
Total assets $177,614 $179,448
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 19,066 $ 20,728
Accrued employee compensation and benefits 8,727 15,380
Income taxes payable 5,521 4,215
Deferred revenue 39,527 36,832
Notes payable 658 705
-------- --------
TOTAL CURRENT LIABILITIES 73,499 77,860
Mortgage payable 8,228 8,336
Deferred income taxes 3,220 3,249
Stockholders' equity:
Preferred stock--$.01 par value; authorized--1,000,000 shares;
none issued
Common stock--$.01 par value; authorized--100,000,000 shares;
issued--21,424,467 and 21,362,626 shares 214 214
Additional paid-in capital 74,004 73,440
Retained earnings 32,157 30,116
Currency translation adjustments (475) (534)
-------- --------
Treasury stock, at cost--4,329,464 shares (13,233) (13,233)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 92,667 90,003
-------- --------
Total liabilities and stockholders' equity $177,614 $179,448
======== ========
<FN>
Note: the balance sheet at June 30, 1996 has been derived from the audited
financial statements at that date.
See accompanying notes.
</TABLE>
-2-
<PAGE> 4
Hyperion Software Corporation
<TABLE>
Condensed Consolidated Statement of Income (Unaudited)
(in thousands, except per share data)
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1996 1995
-------------------
<S> <C> <C>
REVENUES
Software licenses $20,906 $18,034
License renewals and services 25,081 18,599
------- -------
Total revenues 45,987 36,633
COSTS AND EXPENSES
Cost of revenues:
Software licenses 1,680 1,017
License renewals and services 14,535 11,417
Sales and marketing 14,619 11,879
Product development 7,872 5,526
General and administrative 4,281 3,612
------- -------
42,987 33,451
------- -------
OPERATING INCOME 3,000 3,182
Interest income 374 448
Interest expense (83) (24)
------- -------
INCOME BEFORE INCOME TAXES 3,291 3,606
Provision for income taxes 1,250 1,390
------- -------
NET INCOME $ 2,041 $ 2,216
======= =======
EARNINGS PER SHARE
Primary $ .11 $ .12
Fully diluted $ .11 $ .12
AVERAGE NUMBER OF SHARES OUTSTANDING
Primary 17,813 17,890
Fully diluted 18,013 17,956
</TABLE>
See accompanying notes
-3-
<PAGE> 5
Hyperion Software Corporation
<TABLE>
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
THREE MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------------
<S> <C> <C>
CASH PROVIDED BY OPERATING ACTIVITIES $ 10,861 $ 5,827
INVESTING ACTIVITIES
Office and research facilities (341) (4,074)
Leasehold improvements and purchases of furniture,
equipment and software (3,419) (3,620)
Product development costs (1,133) (1,448)
Deposits and intangible assets (147) (486)
Business acquisitions (7,104) (834)
-------- --------
Cash used by investing activities (12,144) (10,462)
FINANCING ACTIVITIES
Principal payments on notes payable (155) (140)
Exercise of stock options by employees 419 1,589
-------- --------
Cash provided by financing activities 264 1,449
Effect of exchange rate changes 59 (74)
-------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (960) (3,260)
Cash and cash equivalents at beginning of period 42,361 45,494
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 41,401 $ 42,234
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid (received), net during the period for:
Income taxes $ (151) $ 1,157
Interest ($133 capitalized in 1995) 75 148
</TABLE>
See accompanying notes
-4-
<PAGE> 6
Hyperion Software Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 1996
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, 1996 are not necessarily
indicative of the results that may be expected for the full year ending June 30,
1997. 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, 1996.
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. 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. All share and per share data have been
retroactively adjusted to reflect a 2-for-1 stock split effected in the form of
a 100% stock dividend paid in December 1995.
B. CONTINGENCIES
From time to time, in the normal course of business, various claims are made
against the company. At this time, in the opinion of management, there are no
pending claims the outcome of which is expected to result in a material adverse
effect on the financial position of the company.
-5-
<PAGE> 7
Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations
OVERVIEW
- --------------------------------------------------------------------------------
Founded in 1981, Hyperion Software Corporation develops, markets and supports
complete financial management and accounting solutions for large, multinational
corporations. The company's client/server products facilitate the accounting,
budgeting, financial consolidation and business analysis processes, giving users
fast, dynamic access to and querying capabilities of interrelated financial
information. A common set of delivery technologies enable superior reporting,
spreadsheet analysis, data entry and intranet information access.
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 deferral and/or realization of deferred software license revenues according
to contract terms, the timing of new product introductions and product upgrade
releases, the company's hiring plans, the scheduling of sales and marketing
programs, new product development by the company or its competitors and currency
exchange rate movements. A significant portion of the company's quarterly
software licensing agreements is concluded in the last month of the fiscal
quarter, generally with a concentration of such revenues earned in the final ten
business days of that month. The company generally has realized lower revenues
in its first (September) and third (March) fiscal quarters than in the
immediately following quarters. Total revenues and net income were $46 million
and $2 million, respectively, for the first quarter of fiscal 1997, and
$58.6 million and $5.4 million, respectively, for the fourth quarter of
fiscal 1996. The company believes that these revenue fluctuations are caused by
customer buying patterns, including traditionally slow purchase activity in the
summer months and low purchase activity in the corporate financial applications
market during the March quarter, as many potential customers are busy with their
year-end closing and financial reporting. In any case, due to the relatively
fixed nature of certain costs, including personnel and facilities expenses, a
decline or shortfall in quarterly and/or annual revenues typically results in
lower profitability or may result in losses.
Except for the historical information contained in this report on Form 10-Q, the
matters discussed herein are forward looking statements that involve risks and
uncertainties. The company's future results may vary significantly based on a
number of factors, such as those discussed in the preceding paragraph, as well
as other risks as detailed in the company's annual report on Form 10-K for the
year ended June 30, 1996, and its registration statement on Form S-3 declared
effective January 18, 1995, particularly under "Investment Considerations."
-6-
<PAGE> 8
Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
REVENUES
<CAPTION>
First Quarter Ended
September 30, 1996 CHANGE 1995
- --------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Software licenses $20,906 15.9% $18,034
Percentage of total revenues 45.5% 49.2%
- --------------------------------------------------------------------
License renewals and services $25,081 34.9% $18,599
Percentage of total revenues 54.5% 50.8%
- --------------------------------------------------------------------
</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 enterprise
accounting, business analysis and budgeting products.
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, 1996 and 1995 were $15 million and $11.8 million, or 32.7% and
32.1% of total revenues, respectively. Revenue growth was particularly strong in
Europe, most notably in Germany, the Netherlands, Sweden and the United Kingdom.
<TABLE>
COST OF REVENUES
<CAPTION>
First Quarter Ended
September 30, 1996 CHANGE 1995
- -----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Software licenses $ 1,680 65.2% $ 1,017
Gross profit percentage 92.0% 94.4%
- -----------------------------------------------------------------------
License renewals and services $14,535 27.3% $11,417
Gross profit percentage 42.0% 38.6%
- -----------------------------------------------------------------------
</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 associated increases in the amortization of
capitalized costs and royalty fees related to new products and product
enhancements. The amortization of capitalized software costs begins 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.
-7-
<PAGE> 9
Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
<TABLE>
OPERATING EXPENSES
<CAPTION>
First Quarter Ended
September 30, 1996 CHANGE 1995
- --------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Sales and marketing $14,619 23.1% $11,879
Percentage of total revenues 31.8% 32.4%
- --------------------------------------------------------------------
Product development $7,872 42.5% $5,526
Percentage of total revenues 17.1% 15.1%
- --------------------------------------------------------------------
General and administrative $4,281 18.5% $3,612
Percentage of total revenues 9.3% 9.9%
- --------------------------------------------------------------------
</TABLE>
The increase in sales and marketing expenses is primarily due to a net increase
in sales-marketing personnel.
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, 1996 and 1995, the company
capitalized $1.1 million and $1.4 million of software development costs,
respectively, in accordance with Statement of Financial Accounting Standards No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed." The amounts capitalized primarily relate to the company's
development of enterprise-wide financial management and accounting solutions for
client/server environments and represented 12.6% and 20.8% of total product
development expenditures. Capitalized software costs are amortized over the
estimated economic life of the product, but generally not more than four years.
The increase in general and administrative expenses resulted, for the most part,
from increases in personnel costs incurred to support the growth of the
company's overall operations.
PROVISION FOR INCOME TAXES
The company's effective income tax rate decreased slightly from 38.5% to 38%.
The rate for the current period reflects the company's expectations for the full
year ending June 30, 1997.
NET INCOME
As a result of the above factors, net income for the three-month period ended
September 30, 1996 decreased to $2 million, or by 7.9%, from $2.2 million for
the corresponding period of 1995.
To date, the overall impact of inflation on the company has not been material.
-8-
<PAGE> 10
Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------------------------------
To date, the company has financed its business principally through positive cash
flow from operations and sales of its common stock. For fiscal years 1994, 1995,
and 1996 and for the three months ended September 30, 1996, the company
generated positive cash flow from operations of $19.7 million, $28.9 million,
$34.1 million and $10.9 million, respectively.
Cash used by investing activities amounted to $12.1 million for the three months
ended September 30, 1996, including $3.4 million for leasehold improvements and
purchases of equipment and software, $1.1 million for product development costs
and $7.1 million to acquire the exclusive distribution and service rights to the
company's corporate budgeting product in Belgium, France and the United Kingdom.
Financing activities in the quarter ended September 30, 1996, including stock
options exercised by employees and payment of indebtedness, generated cash of
$.3 million. In connection with the stock options exercised by certain of its
employees (for a total of 61,841 common shares), the company recognized (as a
credit to additional paid-in capital) an income tax benefit of $.1 million for
the three months ended September 30, 1996.
As of September 30, 1996, the company had cash and cash equivalents of $41.4
million and working capital of $22.3 million, no long-term debt other than the
mortgage loan (currently at an interest rate of 3.06%) for the Stamford,
Connecticut office and research facility, and its ratio of current assets to
current liabilities was 1.3 to 1. Cash equivalents are comprised primarily of
investment grade U.S. state and political subdivision obligations with varying
terms of three months or less. The company has long-term credit availability of
$25 million under a revolving credit facility. The company anticipates capital
expenditures of approximately $35 million for its 1997 fiscal year. The company
intends to continue to review potential acquisitions that it believes would
enhance its growth and profitability.
From time to time, in the normal course of business, various claims are made
against the company. At this time, in the opinion of management, there are no
pending claims the outcome of which is expected to result in a material adverse
effect on the financial position of the company.
The company believes that funds generated from operations, existing cash
balances and its available credit facility will be sufficient to finance the
company's operations for at least the next two years.
-9-
<PAGE> 11
Hyperion Software Corporation
Part II. Other Information
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the company's Annual Meeting of Stockholders held on November 13, 1996,
the following proposals were adopted by the margins indicated:
1. To elect two members to the board of directors to serve for a three-year
term as Class II Directors.
<TABLE>
<CAPTION>
Number of Shares
For Withheld
--- --------
<S> <C> <C>
Marco Arese Lucini 14,874,055 161,532
Aldo Papone 14,874,055 161,532
</TABLE>
2. To ratify the selection of the firm of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 1997.
<TABLE>
<S> <C>
For 15,012,039
Against 7,075
Abstain 16,473
</TABLE>
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, 1996.
-10-
<PAGE> 12
Hyperion Software Corporation
Form 10-Q
for the three-month period ended September 30, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hyperion Software Corporation
/s/ Michael A. Manto 11/13/96
--------------------------------------------------
Michael A. Manto Date
Vice President and Corporate Controller
/s/ Lucy Rae Ricciardi 11/13/96
--------------------------------------------------
Lucy Rae Ricciardi Date
Senior Vice President and Chief Financial Officer
-11-
<PAGE> 1
Hyperion Software Corporation
<TABLE>
Exhibit (11) - Statement Re: Computation of Earnings Per Share (Unaudited)
(in thousands, except per share amounts)
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------------
<S> <C> <C>
PRIMARY
Weighted average number of common shares
outstanding 17,060 16,226
Weighted average number of common
equivalent shares outstanding 753 1,664
------- -------
17,813 17,890
======= =======
Net income $ 2,041 $ 2,216
======= =======
Per share amount $ .11 $ .12
======= =======
FULLY DILUTED
Weighted average number of common shares
outstanding 17,060 16,226
Weighted average number of common
equivalent shares outstanding 953 1,730
------- -------
18,013 17,956
======= =======
Net income $ 2,041 $ 2,216
======= =======
Per share amount $ .11 $ .12
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF HYPERION SOFTWARE CORPORATION FOR THE
QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 41,401
<SECURITIES> 0
<RECEIVABLES> 52,686
<ALLOWANCES> 4,900
<INVENTORY> 0
<CURRENT-ASSETS> 95,756
<PP&E> 79,396
<DEPRECIATION> 23,907
<TOTAL-ASSETS> 177,614
<CURRENT-LIABILITIES> 73,499
<BONDS> 0
<COMMON> 214
0
0
<OTHER-SE> 92,453
<TOTAL-LIABILITY-AND-EQUITY> 177,614
<SALES> 45,987
<TOTAL-REVENUES> 45,987
<CGS> 16,215
<TOTAL-COSTS> 42,987
<OTHER-EXPENSES> 26,772
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83
<INCOME-PRETAX> 3,291
<INCOME-TAX> 1,250
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,041
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
