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, 1997

        [   ]         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, 1997, was 12,714,628.




                                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 Operation ....................................               7


PART II.     OTHER INFORMATION

ITEM 6.      Exhibits and Reports on Form 8-K ..................              11


SIGNATURES .....................................................              12

EXHIBIT INDEX ..................................................              13






                               PART I - FINANCIAL INFORMATION
                                ITEM 1. Financial Statements.
                            FAIR, ISAAC AND COMPANY, INCORPORATED
                                 CONSOLIDATED BALANCE SHEETS
                            March 31, 1997 and September 30, 1996
(dollars in thousands) March 31 September 30 ----------- ------------ ASSETS Current assets: Cash and cash equivalents $ 5,831 $ 8,247 Short-term investments 5,506 7,487 Accounts receivable, net 31,208 27,675 Unbilled work in progress 12,697 10,276 Prepaid expenses and other current assets 3,693 3,957 Deferred income taxes 2,861 2,759 Income taxes receivable 2,197 610 ----------- --------- Total current assets 63,993 61,011 Long-term investments 13,791 12,647 Property and equipment, net 26,271 23,219 Intangibles, net 8,935 9,557 Deferred income taxes 2,239 2,239 Other assets 5,323 4,381 ----------- --------- $ 120,552 $113,054 =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and other accrued liabilities $ 7,403 $ 7,466 Accrued compensation and employee benefits 11,095 16,648 Billings in excess of earned revenues 5,711 3,666 Capitalized leases 352 378 ----------- --------- Total current liabilities 24,561 28,158 Other liabilities 5,457 4,997 Capital leases 1,371 1,552 Commitments and contingencies -- -- ----------- --------- Total liabilities 31,389 34,707 ----------- --------- Stockholders' equity: Preferred stock -- -- Common stock 127 126 Paid in capital in excess of par value 23,034 21,174 Retained earnings 66,235 57,163 Less treasury stock (1,872 shares at 3/31/97; 15,938 at 9/30/96) (12) (68) Cumulative translation adjustments (227) (145) Unrealized gain on investments 6 97 ----------- --------- Total stockholders' equity 89,163 78,347 ----------- --------- $120,552 $113,054 =========== ========= See accompanying notes to the consolidated financial statements.
3 FAIR, ISAAC AND COMPANY, INCORPORATED CONSOLIDATED STATEMENTS OF INCOME For the six-month and three-month periods ended March 31, 1997 and 1996 (dollars in thousands, except per share data)
Six-Months Ended Three-Months Ended March 31 March 31 ------------------------- ----------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues $87,996 $67,904 $46,464 $35,275 Costs and expenses: Cost of revenues 33,560 26,704 17,518 13,530 Sales and marketing 12,605 11,289 6,900 5,893 Research and development 6,935 2,989 3,809 2,229 General and administrative 17,979 13,302 9,013 5,950 Amortization of intangibles 655 575 319 288 ---------- --------- ---------- --------- Total costs and expenses 71,734 54,859 37,559 27,890 ---------- --------- ---------- --------- Income from operations 16,262 13,045 8,905 7,385 Other income (expense), net (368) 340 (453) 27 ---------- --------- ---------- --------- Income before income taxes 15,894 13,385 8,452 7,412 Provision for income taxes 6,317 5,488 3,359 3,039 ---------- --------- ---------- --------- Net income $ 9,577 $ 7,897 $ 5,093 $ 4,373 ========== ========= ========== ========= Earnings per share $ .74 $ .62 $ .39 $ .34 ========== ========= ========== ========= Shares used in computing earnings per share 13,013,000 12,790,000 13,044,000 12,803,000 ========== ========== ========== ========== 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, 1997 and 1996 (dollars in thousands)
Six Months Ended March 31 ---------------------------- 1997 1996 ---- ---- Cash flows from operating activities: Net income $ 9,577 $7,897 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 5,542 3,824 Equity loss on investment 1,051 400 Gain on sale of property and equipment (225) Deferred income taxes (102) (30) Changes in operating assets and liabilities: Increase in accounts receivable (3,613) (2,496) Decrease (increase) in unbilled work in progress (2,421) 4,330 Decrease (increase) in prepaid expenses and other assets 264 (1,223) Increase in income taxes receivable (1,588) Decrease (increase) in other assets (943) 592 Increase in accounts payable and other accrued liabilities 818 2,508 Decrease in accrued compensation and employee benefits (3,919) (2,300) Increase (decrease) in billings in excess of earned 2,044 (247) revenues Decrease in income taxes payable (125) Increase (decrease) in other liabilities 461 (1,492) -------- -------- Net cash provided by operating activities 6,946 11,638 --------- -------- Cash flows from investing activities: Purchases of property and equipment (8,055) (6,237) Proceeds from sale of property and equipment 340 Purchase of DynaMark, Printronic and CRMA (78) (1,231) Purchases of investments (6,140) (3,501) Proceeds from maturities of investments 5,000 3,362 ------- -------- Net cash used by investing activities (8,933) (7,607) ------- -------- Cash flows from financing activities: Principal payments of capital lease obligations (207) (206) Issuance of common stock 283 459 Dividends paid (505) (492) ------- -------- Net cash used by financing activities (429) (239) ------- -------- Increase (decrease) in cash and cash equivalents (2,416) 3,792 Cash and cash equivalents, beginning of period 8,247 8,321 ------- -------- Cash and cash equivalents, end of period $ 5,831 $12,113 ======== ======== See accompanying notes to the consolidated financial statements.
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, 1997 and 1996, were $7,905,000 and $5,488,000, respectively. Note 2 Non-cash transactions The Company contributed newly-issued and treasury stock having a market value of $1,468,000 and $979,000 to the Company's Employee Stock Ownership Plan during the first two fiscal quarters of 1997 and 1996, respectively. Note 3 Reclassifications Certain reclassifications were made to the September 30, 1996, balance sheet to conform to the March 31, 1997, presentation. Note 4 Accounting pronouncements In February, 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share ("SFAS 128"). SFAS 128 establishes standards for computing and presenting earnings per share ("EPS") and applies to entities with publicly held common stock or potential common stock. SFAS 128 simplifies the standards for computing earnings per share previously found in APB Opinion No. 15, Earnings per Share, and replaces the presentation of primary EPS with a presentation of basic EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement and requires reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997, including interim periods; earlier application is not permitted. This statement requires restatement of all prior-period EPS data presented. The adoption of this statement is not expected to have a material impact on the EPS presented in the accompanying financial statements. Note 5 Subsequent events On April 21, 1997, the company signed a letter of intent to acquire Risk Management Technologies, Inc., a privately-held company, which provides enterprise-wide risk management and performance measurement solutions to major financial institutions. The purchase price is valued at $46 million of the company's common stock, and is expected to be accounted for as a pooling of interests. 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 and database management services to businesses engaged in direct marketing activities, many of which are in the credit and insurance industries. This discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and Notes presented in the Company's report on Form 10-K for the year ended September 30, 1996. In addition to historical information, this report includes certain forward-looking statements regarding events and trends which may affect the Company's future results. Such statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially. Such factors include, but are not limited to, those described in this discussion and analysis. 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(TM) and CreditDesk(R)) and custom credit account management systems including those marketed under the name TRIAD(TM). 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 represented by fixed-price and usage-priced revenues from the Credit business unit and the percentage of revenues contributed by the DynaMark and Insurance business units; 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 -------------- ---------- ------------- ---------- 1997 1996 1997 1996 ----- ----- ----- ----- Credit Fixed-price 31% 32% 27% 31% 30% 34% Usage-priced 51% 53% 26% 52% 54% 24% DynaMark 14% 12% 54% 14% 13% 38% Insurance 4% 3% 96% 3% 3% 58% ----- ----- ----- ----- Total revenues 100% 100% 32% 100% 100% 30%
Since its acquisition, DynaMark has taken on an increasing share of the mainframe batch processing requirements of the Company's other business units. During fiscal 1996, such intercompany revenue represented almost fifteen 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. The increase in DynaMark's revenues 7 shown in the foregoing table, which excludes such intercompany revenues, was due primarily to increased revenues from customers in the financial services industry. The increase in usage revenues from the Credit business unit in the quarter and six months ended March 31, 1997, 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, 1997, were approximately 25 percent higher than in the first half of fiscal 1996. Revenues from credit account management services delivered through third-party processors in the most recent six months were 18 percent higher than in the corresponding period of fiscal 1996. Sales of credit application scorecards and credit application processing software, especially for small business lending, primarily accounted for the increase in fixed-price credit revenues in the quarter and six months ended March 31, 1997. Revenues from sales of credit application scorecards and credit application processing software increased by approximately 37 percent in the quarter and 42 percent in the six months ended March 31, 1997, compared with the same periods of fiscal 1996. Revenues from end-user credit account management systems ("TRIAD") and behavior scoring projects in the three and six month periods ended March 31, 1997 were down slightly from the same periods of 1996. 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 1996. Revenues from services provided through bankcard processors also increased in each of these years, due primarily to increases in the number of accounts at each of the major processors. Revenues derived from alliances with credit bureaus and credit card processors have accounted for much of the Company's revenue growth and improvement in operating margins over the last three years. While the Company has been very successful in extending or renewing such agreements in the past, and believes it will generally be able to do so in the future, the loss of one or more such alliances or an adverse change in terms could have a significant impact on revenues and operating margin. Revenues generated through the Company's alliances with Equifax, Inc., Experian Information Solutions, Inc. (formerly TRW Information Systems & Services), and Trans Union Corporation each accounted for approximately nine to eleven percent of the Company's total revenues in fiscal 1995 and 1996. On November 14, 1996, it was announced that Experian was being acquired by CCN Group Ltd., a subsidiary of Great Universal Stores, PLC. CCN is the Company's largest competitor, worldwide, in the area of credit scoring. TRW/Experian has offered scoring products developed by CCN in competition with those of the Company for several years. The Company is not presently able to determine what effect, if any, the acquisition of Experian by CCN will have on its future revenues. On September 30, 1996, amendments to the Fair Credit Reporting Act were enacted and signed into law. The Company believes these changes to the federal law regulating credit reporting will be favorable to the Company and its clients. Among other things, the new law expressly permits the use of credit bureau data to prescreen consumers for offers of credit and insurance and allows affiliated companies to share consumer information with each other subject to certain conditions. There is also a seven-year moratorium on new state legislation on certain issues. However, the states remain free to regulate the use of credit bureau data in connection with insurance underwriting. The Company believes such enacted or proposed state regulation has had a negative impact on its efforts to sell insurance risk scores through credit reporting agencies. The increases in Insurance revenues for the three- and six-month periods ended March 31, 1997, compared with the same periods in fiscal 1996, were due to strong growth in both insurance products sold to end-users and in the insurance scoring services offered through consumer reporting agencies. Revenues derived from outside of the United States represented approximately 13 percent and 14 percent, respectively, of total revenues in the quarter and six months ended March 31, 1997, compared with 15 percent of total revenues in the same periods a year earlier. 8 Revenues from software maintenance and consulting services each accounted for less than 10 percent of revenues in each of the three years in the period ended September 30, 1996, and in the six months ended March 31, 1997. The Company does not expect revenues from either of these sources to exceed 10 percent of revenues in the foreseeable future. During the period since 1990, while the rate of account growth in the U.S. bankcard industry has been slowing and many of the Company's largest institutional clients have merged and consolidated, the Company has 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 believes much of its future growth prospects will rest on 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 healthcare 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 increased percentage of usage revenues may loosen this constraint to some extent, 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 slightly above the Company's 20-year historical average revenue growth of about 22 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 statements of income and (b) the percentage change in such items from the same quarter in the prior fiscal year.
Six Months Three Months Ended Percentage Ended Percentage March 31, Change March 31, Change -------------- ---------- ------------- ---------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues 100% 100% 30% 100% 100% 32% Costs and expenses: Cost of revenues 38 39 26% 38 38 29% Sales and marketing 14 17 12% 15 17 17% Research and development 8 4 132% 8 6 71% General and administrative 21 20 35% 19 17 51% Amortization of intangibles 1 1 14% 1 1 11% ------ ---- ----- ---- Total costs and expenses 82 81 31% 81 79 35% ------ ---- ----- ---- Income from operations 18 19 25% 19 21 21% Other income and expense -- 1 NM (1) NM ------ ---- ------ ---- Income before income taxes 18 20 19% 18 21 14% Provision for income taxes 7 8 15% 7 9 11% ------ ---- ----- ---- Net income 11% 12% 21% 11% 12% 16% ------ ---- ------ ----- NM = Not meaningful
Cost of revenues Cost of revenues consists primarily of personnel, travel, and related overhead costs; costs of computer service bureaus; and the amounts paid by the Company to credit bureaus for scores and related information in connection with the ScoreNet(R) service. The cost of revenues, as a percentage of net revenues, was essentially unchanged in the quarter ended March 31, 1997, as compared with the same quarter a year earlier. During the six-month period ended 9 March 31, 1997, cost of revenue declined slightly from the same period a year earlier primarily because of an increase in the number of staff dedicated to research and development activities. Sales and marketing Sales and marketing expenses consist principally of personnel, travel, overhead, advertising and other promotional expenses. These expenses, as a percentage of revenues, decreased in the three- and six-month periods ended March 31, 1997, compared with the same periods in fiscal 1996, primarily due to reductions in media advertising. Research and development Research and development expenses include the personnel and related overhead costs incurred in developing products, researching mathematical and statistical algorithms, and developing software tools that are aimed at improving productivity and management control. Research and development expenses increased significantly over the corresponding three- and sixth-month periods of fiscal 1996. After several years of concentrating on developing new markets--either geographical or by industry--for its existing technologies, the Company has recently increased emphasis on developing new technologies, especially in the area of software development. General and Administrative General and administrative expenses consist mainly of compensation expenses for certain senior management, corporate facilities expenses, the costs of administering certain benefit plans, legal expenses, expenses associated with the exploration of new business opportunities and the costs of operating administrative functions such as finance and computer information systems. As a percentage of revenues, these expenses were essentially unchanged in the six months ended March 31, 1997, compared with the same period of fiscal 1996. Although these expenses increased as a percentage of revenues in the quarter ended March 31, 1997, compared with the same quarter of fiscal 1996, they were in line with the long-term average for such expenses as a percentage of revenue. General and administrative expenses in the quarter ended March 31, 1996 were unusually low due to a temporary slow-down in office expansions. Amortization of intangibles The Company is amortizing the intangible assets arising from various acquisitions over periods ranging from two to fifteen years. The level of amortization expense in future years will depend, in part, on the amount of additional payments to the former shareholders of Credit & Risk Management Associates, Inc., a privately held company acquired in 1996. Other income and expense Interest income, derived from the investment of funds surplus to the Company's immediate operating requirements, increased over the three- and six-month periods a year earlier due to higher balances and slightly higher interest rates. However, this increase in interest income was more than offset by the increase in the Company's share of operating losses in certain early stage development companies that are accounted for using the equity method. Provision for income taxes The Company's effective tax rate in the quarter decreased from approximately 41 percent in the three- and six-month periods ended March 31, 1996, to 39.7 percent in the corresponding periods of fiscal 1997, primarily due to a changing mix of applicable state and foreign taxes. Financial Condition Working capital increased from $32,853,000 at September 30, 1996 to $39,432,000 at March 31, 1997. Cash and marketable investments decreased from $26,482,000 at September 30, 1996, to $24,445,000 at March 31, 1997, due primarily to expenditures for computing facilities, and leasehold improvements and furniture and equipment for additional office space. The Company has no long-term debt other than lease and employee incentive obligations. 10 The Company believes that cash and marketable securities on hand are adequate to meet its capital and liquidity needs for the foreseeable future. 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, 1997 and 1996 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 1996 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 revenues; thus short-term fluctuations in revenues may have a significant impact on operating results. However, in recent years, these fluctuations were generally offset by the strong growth in revenues from services delivered through credit bureaus and third-party bankcard processors. 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. 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 12 of this Form 10-Q). 27 Financial Data Schedule. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended March 31, 1997. On April 23, 1997, the company filed a report announcing that it had entered into a preliminary agreement for the acquisition of Risk Management Technologies. See note 5 to the Consolidated Financial Statements. 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 14, 1997 By PETER L. MCCORKELL ----------------------------------- Peter L. McCorkell Senior Vice President and Secretary 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 14, 1997 By PATRICIA COLE ------------------------------------------------- Patricia Cole Senior Vice President and Chief Financial Officer 12 EXHIBIT INDEX TO FAIR, ISAAC AND COMPANY, INCORPORATED REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997 Sequentially Exhibit No. Exhibit Numbered Page - ----------- ------- -------------- 11.1 Computation of earnings per share. 14 24.1 Power of Attorney 12 27 Financial Data Schedule 15 13

                                                                    Exhibit 11.1


                      FAIR, ISAAC AND COMPANY, INCORPORATED
                        COMPUTATION OF EARNINGS PER SHARE
                      (IN THOUSANDS EXCEPT PER SHARE DATA)

Six-Months Ended Three-Months Ended March 31 March 31 ---------------------- ---------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Primary Earnings Per Share: Weighted Average Common Shares Outstanding 12,637 12,343 12,672 12,357 Dilutive effect of outstanding options (as determined by the treasury stock method) 376 447 372 446 ---------- ---------- ---------- -------- Weighted Average Common Shares, as Adjusted 13,013 12,790 13,044 12,803 ========== ========== ========== ========== Net Income $ 9,577 $ 7,897 $ 5,093 $ 4,373 ========== ========== ========== ========== Primary Earnings per Share $ 0.74 $ 0.62 $ 0.39 $ 0.34 ========== ========== ========== ========== Fully Diluted Earnings Per Share: Weighted Average Common Shares Outstanding 12,637 12,343 12,672 12,357 Dilutive effect of outstanding options (as determined by the treasury stock method) 376 507 372 491 ---------- ---------- ---------- ---------- Weighted Average Common Shares, as Adjusted 13,013 12,850 13,044 12,848 ========== ========== ========== ========== Net Income $ 9,577 $ 7,897 $ 5,093 $ 4,373 ========== ========== ========== ========== Fully Diluted Earnings Per Share $ 0.74 $ 0.61 $ 0.39 $ 0.34 ========== ========== ========== ==========
14
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND INCOME STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 6-MOS SEP-30-1997 MAR-31-1997 5,831 5,506 31,763 555 0 63,993 53,007 26,736 120,552 24,561 1,371 127 0 0 89,036 120,552 0 87,996 0 33,560 12,605 110 77 15,894 6,317 9,577 0 0 0 9,577 .74 .74