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.






                                TABLE OF CONTENTS
Page ---- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements.............................................................. 3 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................................. 7 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K.................................................. 11 SIGNATURES..................................................................................... 12 EXHIBIT INDEX.................................................................................. 13
2 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)
March 31 September 30 -------- ------------ (unaudited) (audited) 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 ======== ======== See accompanying notes to the consolidated financial statements.
3 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)
Six Months Ended Three Months Ended March 31 March 31 --------------------------------- --------------------------------- (Unaudited) (Unaudited) ----------- ----------- 1996 1995 1996 1995 ---- ---- ---- ---- 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 =========== =========== =========== =========== See accompanying notes to the consolidated financial statements.
4 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)
1996 1995 ---- ---- 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 ======== ========
5 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 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. 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.
Three Months Six Months Ended Percentage Ended Percentage March 31, Change March 31, Change -------------- ------ ------------- ------ 1996 1995 1996 1995 ---- ---- ---- ---- 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%
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 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 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. 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.
Six Months Three Months Ended Percentage Ended Percentage March 31, Change March 31, Change ------------- ------ ------------- ------ 1996 1995 1996 1995 ---- ---- ---- ---- 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% ------ ---- ----- -----
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 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 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 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 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



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

                      (IN THOUSANDS EXCEPT PER SHARE DATA)

6 months 3 months 3/31/96 3/31/95 3/31/96 3/31/95 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 ======== ======== ======== ========
14
 

5 1,000 6-MOS SEP-30-1996 MAR-31-1996 12,114 4,018 21,654 336 0 49,124 35,157 15,087 93,721 24,036 0 125 0 0 64,705 93,721 67,904 67,904 0 54,859 0 0 85 13,385 5,488 7,897 0 0 0 7,897 0.62 0.61