<PAGE> 1
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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 DECEMBER 31, 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 January 31, 1997, there were 17,466,289 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 -- December 31, 1996 and
June 30, 1996........................................................... 2
Condensed Consolidated Statement of Income -- Three Months Ended
December 31, 1996 and 1995; Six Months Ended December 31, 1996
and 1995................................................................ 3
Condensed Consolidated Statement of Cash Flows --
Six Months Ended December 31, 1996 and 1995............................. 4
Notes to Condensed Consolidated Financial Statements --
December 31, 1996....................................................... 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
Hyperion, Hyperion Software, Hyperion Financials, Micro Control, Pillar,
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
Analytical Ledger, Hyperion Ledger, Hyperion Payables, Hyperion Admin, Hyperion
Tools, Hyperion Purchasing, Hyperion Receivables, Hyperion Assets, Conversion
Catalyst and LedgerLink are trademarks of Hyperion Software Operations Inc., a
wholly-owned subsidiary of Hyperion Software Corporation. Marvel Comics,
Spider-Man: TM & (C) 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
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except for share data)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1996
-----------------------
(Unaudited) (Note)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 47,404 $ 42,361
Accounts receivable--net of allowances of
$5,100 and $4,900 48,991 55,674
Prepaid expenses and other current assets 3,421 3,925
Deferred income taxes 3,427 3,349
-----------------------
TOTAL CURRENT ASSETS 103,243 105,309
Property and equipment--at cost, less accumulated
depreciation and amortization of $27,077 and $21,063 56,670 54,606
Product development costs--at cost, less accumulated
amortization of $10,021 and $7,818 11,949 11,985
Product distribution rights, goodwill and other
intangible assets--at cost, less accumulated amortization
of $7,116 and $5,784 12,501 6,087
Deposits and other assets 1,996 1,461
-----------------------
Total assets $ 186,359 $179,448
=======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 20,745 $ 20,728
Accrued employee compensation and benefits 11,048 15,380
Income taxes payable 5,502 4,215
Deferred revenue 38,018 36,832
Notes payable 644 705
-----------------------
TOTAL CURRENT LIABILITIES 75,957 77,860
Mortgage payable 8,081 8,336
Deferred income taxes 2,671 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--21,761,608 and 21,362,626 shares 218 214
Additional paid-in capital 77,956 73,440
Retained earnings 34,793 30,116
Currency translation adjustments (84) (534)
Treasury stock, at cost--4,329,464 shares (13,233) (13,233)
-----------------------
TOTAL STOCKHOLDERS' EQUITY 99,650 90,003
-----------------------
Total liabilities and stockholders' equity $ 186,359 $179,448
=======================
</TABLE>
Note: the balance sheet at June 30, 1996 has been derived from the audited
financial statements at that date.
See accompanying notes.
-2-
<PAGE> 4
HYPERION SOFTWARE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
-------------------- --------------------
<S> <C> <C> <C> <C>
REVENUES
Software licenses $ 25,372 $ 21,146 $ 46,278 $ 39,180
License renewals and services 27,324 19,579 52,405 38,178
-------------------- --------------------
Total revenues 52,696 40,725 98,683 77,358
COSTS AND EXPENSES
Cost of revenues:
Software licenses 1,685 1,168 3,365 2,185
License renewals and services 16,302 12,712 30,837 24,129
Sales and marketing 17,779 11,919 32,398 23,798
Product development 8,031 6,843 15,903 12,369
Purchased research and development 2,000 2,000
General and administrative 4,928 4,051 9,209 7,663
-------------------- --------------------
48,725 38,693 91,712 72,144
-------------------- --------------------
OPERATING INCOME 3,971 2,032 6,971 5,214
Interest income 381 419 755 867
Interest expense (91) (20) (174) (44)
-------------------- --------------------
INCOME BEFORE INCOME TAXES 4,261 2,431 7,552 6,037
Provision for income taxes 1,625 910 2,875 2,300
-------------------- --------------------
NET INCOME $ 2,636 $ 1,521 $ 4,677 $ 3,737
==================== ====================
EARNINGS PER SHARE
Primary $ .14 $ .08 $ .26 $ .21
Fully diluted $ .14 $ .08 $ .25 $ .21
AVERAGE NUMBER OF SHARES OUTSTANDING
Primary 18,509 17,930 18,161 17,910
Fully diluted 18,609 17,930 18,519 17,943
</TABLE>
See accompanying notes.
-3-
<PAGE> 5
HYPERION SOFTWARE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
1996 1995
--------------------
<S> <C> <C>
CASH PROVIDED BY OPERATING ACTIVITIES $ 20,305 $ 9,227
INVESTING ACTIVITIES
Office and research facilities (370) (12,246)
Leasehold improvements and purchases of furniture,
equipment and software (7,780) (7,402)
Product development costs (2,167) (2,898)
Deposits and intangible assets (1,122) (159)
Business acquisitions (7,104) (2,394)
--------------------
Cash used by investing activities (18,543) (25,099)
FINANCING ACTIVITIES
Principal payments on notes payable (316) (282)
Exercise of stock options by employees 3,147 3,231
--------------------
Cash provided by financing activities 2,831 2,949
Effect of exchange rate changes 450 (130)
-------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,043 (13,053)
Cash and cash equivalents at beginning of period 42,361 45,494
--------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 47,404 $ 32,441
====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes $ 872 $ 2,378
Interest ($266 capitalized in 1995) 158 294
</TABLE>
See accompanying notes.
-4-
<PAGE> 6
HYPERION SOFTWARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
December 31, 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 and six-month periods ended December 31, 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.
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
comprehensive financial management and accounting solutions for large,
multinational corporations. The company's client/server products facilitate the
budgeting, accounting, multisource consolidation, and business reporting and
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 $52.7 million
and $2.6 million, respectively, for the second quarter of fiscal 1997, and $46
million and $2 million, respectively, for the first quarter of fiscal 1997. 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.
-6-
<PAGE> 8
HYPERION SOFTWARE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
- - --------------------------------------------------------------------------------
REVENUES
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
December 31, 1996 CHANGE 1995 1996 CHANGE 1995
- - ------------------------------- -------------------------- ---------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Software licenses $25,372 20.0% $21,146 $46,278 18.1% $39,180
Percentage of total revenues 48.1% 51.9% 46.9% 50.6%
- - ------------------------------- -------------------------- ---------------------------
License renewals and services $27,324 39.6% $19,579 $52,405 37.3% $38,178
Percentage of total revenues 51.9% 48.1% 53.1% 49.4%
- - ------------------------------- -------------------------- ---------------------------
</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 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 first half of
fiscal 1997 and 1996 were $34.9 million and $26.3 million, or 35.4% and 34% of
total revenues, respectively. Revenue growth was particularly strong in Europe,
most notably in Germany, the Netherlands and the United Kingdom.
COST OF REVENUES
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
December 31, 1996 CHANGE 1995 1996 CHANGE 1995
- - ------------------------------- ---------------------------- ----------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Software licenses $ 1,685 44.3% $ 1,168 $ 3,365 54.0% $ 2,185
Gross profit percentage 93.4% 94.5% 92.7% 94.4%
- - ------------------------------- ---------------------------- ----------------------------
License renewals and services $16,302 28.2% $12,712 $30,837 27.8% $24,129
Gross profit percentage 40.3% 35.1% 41.2% 36.8%
- - ------------------------------- ---------------------------- ----------------------------
</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, product enhancements and the recent
acquisition of distribution rights to the company's corporate budgeting solution
in Belgium, France and the United Kingdom. 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.
-7-
<PAGE> 9
HYPERION SOFTWARE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
OPERATING EXPENSES
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
December 31, 1996 CHANGE 1995 1996 CHANGE 1995
- - ------------------------------ -------------------------- --------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Sales and marketing $17,779 49.2% $11,919 $32,398 36.1% $23,798
Percentage of total revenues 33.7% 29.3% 32.8% 30.8%
- - ------------------------------ -------------------------- --------------------------
Product development $ 8,031 17.4% $ 6,843 $15,903 28.6% $12,369
Percentage of total revenues 15.2% 16.8% 16.1% 16.0%
- - ------------------------------ -------------------------- --------------------------
General and administrative $ 4,928 21.6% $ 4,051 $ 9,209 20.2% $ 7,663
Percentage of total revenues 9.4% 9.9% 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 first half of fiscal 1997 and 1996, the company capitalized
$2.2 million and $2.9 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 by the company primarily relate to the company's
development of enterprise-wide financial management and accounting solutions for
client/server environments and represented 12% and 19% 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.
In the second quarter of fiscal 1996, the company concluded two strategic
acquisitions involving application technologies and an important European client
base. The acquisitions, which amounted to $3.6 million, were accounted for as
purchase transactions and, accordingly, $2 million was allocated to purchased
research and development and $1.6 million was allocated to identifiable
intangible assets based on their estimated fair values. The purchased research
and development was reflected as a one-time charge in the company's operating
results. The charge had the effect of reducing net income for the quarter and
six months ended December 31, 1995 by approximately $1.3 million or $.07 per
share.
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 remained substantially unchanged at
approximately 38%. The rate for the current six-month 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 and six-month periods
ended December 31, 1996 increased to $2.6 million or by 73.3% from $1.5 million
and $4.7 million or by 25.2% from $3.7 million, respectively, for the
corresponding periods 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 six months ended December 31, 1996, the company generated
positive cash flow from operations of $19.7 million, $28.9 million, $34.1
million and $20.3 million, respectively.
Cash used by investing activities amounted to $18.5 million for the first half
of fiscal 1997, including $7.8 million primarily for purchases of computer
equipment, $2.2 million for product development costs, $1.1 million for deposits
and intangible assets 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 first half of fiscal 1997, including stock options
exercised by employees and payment of indebtedness, generated cash of $2.8
million. In connection with the stock options exercised by certain of its
employees (for a total of 398,982 common shares), the company recognized (as a
credit to additional paid-in capital) an income tax benefit of $1.4 million for
the six months ended December 31, 1996.
As of December 31, 1996, the company had cash and cash equivalents of $47.4
million and working capital of $27.3 million, no long-term debt other than the
mortgage loan (currently at an interest rate of 3.9%) for the Stamford,
Connecticut office and research facility, and its ratio of current assets to
current liabilities was 1.4 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 and business alliances that
it believes would enhance its growth and profitability.
From time to time, in the normal course of business, various claims are made
against the company. At this time, in the opinion of management, there are no
pending claims the outcome of which is expected to result in a material adverse
effect on the financial position of the company.
The company believes that funds generated from operations, existing cash
balances and its available credit facility will be sufficient to finance the
company's operations for at least the next two years.
-9-
<PAGE> 11
HYPERION SOFTWARE CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are included herein:
Exhibit No. Description
- - ----------- -----------
10.1 -- Amendment No. 1 to Employment Agreement and Senior
Advisory Arrangement between the company and Lucy R.
Ricciardi, dated as of December 3, 1996
11 -- Statement Re: Computation of Earnings Per Share
The company did not file any reports on Form 8-K during the three months ended
December 31, 1996.
10
<PAGE> 12
HYPERION SOFTWARE CORPORATION
FORM 10-Q
for the three-month period ended December 31,1996
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 2/13/97
-----------------------------------------------------------
Michael A. Manto Date
Vice President and Corporate Controller
/s/ Lucy Rae Ricciardi 2/13/97
-----------------------------------------------------------
Lucy Rae Ricciardi Date
Senior Vice President and Chief Financial Officer
-11-
<PAGE> 1
EXHIBIT 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AND SENIOR ADVISORY ARRANGEMENT
This agreement is made as of December 3, 1996, between Lucy R. Ricciardi
("Ms. Ricciardi"), Hyperion Software Operations Inc. (the "Corporation") and
Hyperion Software Corporation ("Hyperion").
WHEREAS, the Corporation, Hyperion and Ms. Ricciardi are parties to an
Employment Agreement dated as of July 1, 1994 (the "Employment Agreement");
WHEREAS, Ms. Ricciardi desires to retire from her full-time employment with
the Corporation effective as of July 31, 1997 and the Corporation has agreed
that Ms. Ricciardi will retire as of such date;
WHEREAS, the Corporation desires to retain a business relationship with Ms.
Ricciardi following July 31, 1997 so that Ms. Ricciardi can provide advisory
services to the Corporation; and
WHEREAS, Ms. Ricciardi desires to render such advisory services to the
Corporation as set forth herein.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. TERM OF EMPLOYMENT. Notwithstanding any provision of the Employment
Agreement to the contrary, Ms. Ricciardi's employment with the Corporation will
terminate on July 31, 1997 (the "Retirement Date") and, to the extent
inconsistent herewith, paragraphs 2 and 8 of the Employment Agreement are hereby
modified such that neither the Corporation nor Ms. Ricciardi may terminate such
employment prior to the Retirement Date. Ms. Ricciardi acknowledges and agrees
that the Corporation may reasonably amend, modify or eliminate prior to the
Retirement Date some or all of her job responsibilities or authority and her
title and office of Chief Financial Officer upon the hiring of a successor Chief
Financial Officer; that she will, upon request of the Corporation, resign prior
to the Retirement Date from all or any of the offices she currently holds with
the Corporation, its parent and/or its subsidiaries, except that Ms. Ricciardi
shall not be required to resign from the office of Senior Vice President of the
Corporation until the Retirement Date; and that any of the foregoing
circumstances shall not entitle her to receive severance payments or benefits
pursuant to paragraph 8(g) of the Employment Agreement. Notwithstanding the
occurrence of any of the circumstances set forth in the preceding sentence, Ms.
Ricciardi shall continue to receive all compensation and other benefits set
forth in the Employment Agreement through the Retirement Date. As of the
Retirement Date, Ms. Ricciardi's entitlement to compensation, benefits and/or
all other types of remuneration as an employee of the Corporation shall cease,
except as required by federal or state law; provided however that all
non-qualified stock options granted by Hyperion to
<PAGE> 2
-2-
Ms. Ricciardi under Hyperion's 1991 Stock Plan shall continue in full force and
effect in accordance with the respective terms and conditions of such 1991 Stock
Plan and the Non-Qualified Stock Option Agreements evidencing such options so
long as Ms. Ricciardi maintains the business relationship with the Corporation
described in paragraph 2 hereof. The Corporation agrees Ms. Ricciardi's stock
options referred to in the preceding sentence shall be treated similarly to the
stock options existing as of the date hereof of its vice presidents and/or
senior vice presidents in the event the Corporation determines to accelerate,
convert or modify in any way such existing stock options generally.
2. SENIOR ADVISORY ARRANGEMENT. For the period from the Retirement Date
through August 1, 2001 (the "Senior Advisory Term"), Ms. Ricciardi shall serve
the Corporation as a senior advisor to the Chairman of the Board of Directors.
In such capacity, Ms. Ricciardi will make herself available on a part-time basis
to provide advisory services to the Corporation regarding significant events,
transactions and strategies relating to the Corporation. Ms. Ricciardi agrees to
make herself available for a maximum of eight (8) hours per month or an
aggregate of 12 days per year to provide such advisory services (the "Base
Services"). For each year of the Senior Advisory Term, Ms. Ricciardi will be
paid the sum of $500 for the Base Services. In the event the Corporation
requests, and Ms. Ricciardi agrees to provide, advisory services in excess of
the Base Services, the Corporation shall pay Ms. Ricciardi a mutually agreeable
per diem amount for any such additional services. The Senior Advisory Term may
be extended or earlier terminated only by mutual written consent of Ms.
Ricciardi and the Corporation.
3. CLARIFICATION OF EMPLOYMENT AGREEMENT PROVISIONS. Consistent with the
foregoing, the Employment Agreement is further amended and clarified as follows:
a. The two-year restriction set forth in paragraph 9 of the Employment
Agreement ("Restrictions on the Employee") shall commence on the
Retirement Date.
b. The two-year restriction set forth in paragraph 10 of the
Employment Agreement ("Covenant Not to Compete") shall commence on the
Retirement Date.
c. The restrictions and obligations of Ms. Ricciardi set forth in
paragraph 11 of the Employment Agreement ("Proprietary Information")
shall include and extend to all "proprietary information" (as such
term is used in the Employment Agreement) which Ms. Ricciardi is
exposed to as a result of the senior advisory arrangement and shall
encompass her provision of services to the Corporation as described in
paragraph 2 hereof.
4. Except as set forth herein, the Employment Agreement shall remain in
full force and effect in accordance with its terms.
<PAGE> 3
-3-
5. This Agreement and all rights hereunder are personal to Ms. Ricciardi
and shall not be assignable by her. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective personal
representatives, heirs, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Employment Agreement and Senior Advisory Arrangement as of the day and year
first above written.
HYPERION SOFTWARE OPERATIONS INC.
and HYPERION SOFTWARE CORPORATION
By: /s/ James A. Perakis
--------------------
James A. Perakis
Their Chief Executive Officer and Chairman
/s/ Lucy R. Ricciardi
---------------------
Lucy R. Ricciardi
<PAGE> 1
HYPERION SOFTWARE CORPORATION
EXHIBIT (11) - STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
------------------ ----------------
<S> <C> <C> <C> <C>
PRIMARY
Weighted average number of common shares
outstanding 17,240 16,532 17,150 16,379
Weighted average number of common equivalent
shares outstanding 1,269 1,398 1,011 1,531
------------------ ----------------
18,509 17,930 18,161 17,910
================== ================
Net income $ 2,636 $ 1,521 $ 4,677 $ 3,737
================== ================
Per share amount $ .14 $ .08 $ .26 $ .21
================== ================
FULLY DILUTED
Weighted average number of common shares
outstanding 17,240 16,532 17,150 16,379
Weighted average number of common equivalent
shares outstanding 1,369 1,398 1,369 1,564
------------------ ----------------
18,609 17,930 18,519 17,943
================== ================
Net income $ 2,636 $ 1,521 $ 4,677 $ 3,737
================== ================
Per share amount $ .14 $ .08 $ .25 $ .21
================== ================
</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 DECEMBER 31, 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> OCT-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 47,404
<SECURITIES> 0
<RECEIVABLES> 54,091
<ALLOWANCES> 5,100
<INVENTORY> 0
<CURRENT-ASSETS> 103,243
<PP&E> 83,747
<DEPRECIATION> 27,077
<TOTAL-ASSETS> 186,359
<CURRENT-LIABILITIES> 75,957
<BONDS> 0
0
0
<COMMON> 218
<OTHER-SE> 99,432
<TOTAL-LIABILITY-AND-EQUITY> 186,359
<SALES> 52,696
<TOTAL-REVENUES> 52,696
<CGS> 17,987
<TOTAL-COSTS> 48,725
<OTHER-EXPENSES> 30,738
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 91
<INCOME-PRETAX> 4,261
<INCOME-TAX> 1,625
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,636
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
