FAIR ISAAC CORP - 10-Q - 20070507 - NOTES_TO_FINANCIAL_STATEMENT
FAIR ISAAC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Business
Fair Isaac Corporation
Incorporated under the laws of the State of Delaware, Fair Isaac Corporation is a provider of
analytic, software and data management products and services that enable businesses to automate and
improve decisions. Fair Isaac Corporation provides a range of analytical solutions, credit scoring
and credit account management products and services to banks, credit reporting agencies, credit
card processing agencies, insurers, retailers, telecommunications providers, healthcare
organizations and government agencies.
In these condensed consolidated financial statements, Fair Isaac Corporation is referred to as
we, us, our, and Fair Isaac.
Principles of Consolidation and Basis of Presentation
We have prepared the accompanying unaudited interim condensed consolidated financial
statements in accordance with the instructions to Form 10-Q and the standards of accounting
measurement set forth in Accounting Principles Board (APB) Opinion No. 28 and any amendments
thereto adopted by the Financial Accounting Standards Board (FASB). Consequently, we have not
necessarily included in this Form 10-Q all information and footnotes required for audited financial
statements. In our opinion, the accompanying unaudited interim condensed consolidated financial
statements in this Form 10-Q reflect all adjustments (consisting only of normal recurring
adjustments, except as otherwise indicated) necessary for a fair presentation of our financial
position and results of operations. These unaudited condensed consolidated financial statements and
notes thereto should be read in conjunction with our audited consolidated financial statements and
notes thereto presented in our Annual Report on Form 10-K for the year ended September 30, 2006.
The interim financial information contained in this report is not necessarily indicative of the
results to be expected for any other interim period or for the entire fiscal year.
The condensed consolidated financial statements include the accounts of Fair Isaac and its
subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates. These estimates and assumptions include,
but are not limited to, assessing the following: the recoverability of accounts receivable,
goodwill and other intangible assets, software development costs and deferred tax assets; estimated
losses associated with contingencies and litigation; the ability to estimate hours in connection
with fixed-fee service contracts, the ability to estimate transactional-based revenues for which
actual transaction volumes have not yet been received, the determination of whether fees are fixed
or determinable and collection is probable or reasonably assured; and the development of
assumptions for use in the Black-Scholes model that estimates the fair value of our share-based
awards and assessing forfeiture rates of share-based awards.
2. Amortization of Intangible Assets
Amortization expense associated with our intangible assets, which has been reflected as a
separate operating expense caption within the accompanying condensed consolidated statements of
income, consisted of the following:
FAIR ISAAC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Cost of revenues reflects our amortization of completed technology, and selling, general and
administrative expenses reflects our amortization of other intangible assets. Intangible assets
were $72.7 million and $90.9 million, net of accumulated amortization of $93.6 million and
$84.5 million, as of March 31, 2007 and September 30, 2006, respectively.
3. Restructuring and Acquisition-Related Expenses
The following table summarizes our restructuring and acquisition-related accruals associated
with acquisitions and certain Fair Isaac facility closures. The current portion and non-current
portion is recorded in other accrued current liabilities and other long-term liabilities within the
accompanying condensed consolidated balance sheets. These balances
are expected to be paid by fiscal 2012.
Accrual at
Accrual at
September 30,
Cash
March 31,
2006
Payments
2007
(In thousands)
Facilities charges
$
15,094
$
(4,021
)
$
11,073
Employee separation
90
(90
)
15,184
$
(4,111
)
11,073
Less: current portion
(6,161
)
(3,134
)
Non-current
$
9,023
$
7,939
4. Sale of Product Line Assets
In March 2007, we sold the assets and products associated with our mortgage banking solutions
product line for $15.8 million in cash. This amount includes $1.5 million in escrow balance to
cover various indemnification and unidentified liabilities and a $0.4 million receivable for a post-closing
working capital adjustment. The primary assets sold include accounts receivable, certain
identifiable intangible assets and goodwill. We recognized a $1.5 million pre-tax gain, but a $0.4
million after-tax loss on the sale due to goodwill associated with the mortgage banking solutions
product line that was not deductible for income tax purposes. We acquired the mortgage banking
solutions through our May 2004 acquisition of London Bridge Software Holdings plc. The assets sold
include software and e-commerce services used in the origination processing, underwriting, pricing,
product definition, closing, secondary marketing, servicing, and default management of mortgage and
construction loans, and BridgeLinkTM e-Services for the mortgage industry. Revenues attributable
to the mortgage banking solutions product line for the quarter ended March 31, 2007 and 2006 were
$3.4 million and $4.9 million, respectively, and revenues for the six months ended March 31, 2007
and 2006 were $7.8 million and $10.5 million, respectively.
5. Share-Based Payment
We maintain the 1992 Long-term Incentive Plan (the 1992 Plan) under which we may grant stock
options, stock appreciation rights, restricted stock, restricted stock units and common stock to
officers, key employees and non-employee directors. Under the 1992 Plan, a number of shares equal
to 4% of the number of shares of Fair Isaac common stock outstanding on the last day of the
preceding fiscal year is added to the shares available under this plan each fiscal year, provided
that the number of shares for grants of incentive stock options for the remaining term of this plan
shall not exceed 5,062,500 shares. The 1992 Plan will terminate in February 2012. In November
2003, our Board of Directors approved the adoption of the 2003 Employment Inducement Award Plan
(the 2003 Plan). The 2003 Plan reserves 2,250,000 shares of common stock solely for the granting
of inducement stock options and other awards, as defined, that meet the employment inducement
award exception to the New York Stock Exchanges listing standards requiring shareholder approval
of equity-based inducement incentive plans. Except for the employment inducement award criteria,
awards under the 2003 Plan will be generally consistent with those made under our 1992 Plan. The
2003 Plan shall remain in effect until terminated by the Board of Directors. We also maintain
individual stock option plans for certain of our executive officers and the chairman of the board.
Stock option awards granted since October 1, 2005 typically have a maximum term of seven years and
vest ratably over four years. Stock option awards granted prior to October 1, 2005, typically had
a maximum term of ten years and vest ratably over four years.
Under our 1999 Employee Stock Purchase Plan, we are authorized to issue up to 5,062,500 shares
of common stock to eligible
employees. Employees may have up to 10% of their base salary withheld through payroll
deductions to purchase Fair Isaac common stock during semi-annual offering periods. The purchase
price of the stock is the lower of 85% of (i) the fair market value of the common stock on the
enrollment date (the first day of the offering period), or (ii) the fair market value on the
exercise date (the last
FAIR ISAAC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
day of each offering period). Offering period means approximately six-month
periods commencing (a) on the first trading day on or after January 1 and terminating on the last
trading day in the following June, and (b) on the first trading day on or after July 1 and
terminating on the last trading day in the following December.
We estimate the fair value of options granted using the Black-Scholes option valuation model.
We estimate the volatility of our common stock at the date of grant based on a combination of the
implied volatility of publicly traded options on our common stock and our historical volatility
rate, consistent with Statement of Financial Accounting Standards (SFAS) No. 123(R),
Share-Based
Payment
and Securities and Exchange Commission Staff Accounting Bulletin No. 107 (SAB 107). Our
decision to use implied volatility was based upon the availability of actively traded options on
our common stock and our assessment that implied volatility is more representative of future stock
price trends than historical volatility. We estimate expected term consistent with the simplified
method identified in SAB 107 for share-based awards. We elected to use the simplified method as we
changed the contractual life for share-based awards from ten to seven years starting in fiscal
2006. The simplified method calculates the expected term as the average of the vesting and
contractual terms of the award. Previously, we estimated expected term based on historical
exercise patterns. The dividend yield assumption is based on historical dividend payouts. The
risk-free interest rate assumption is based on observed interest rates appropriate for the term of
our employee options. We use historical data to estimate pre-vesting option forfeitures and record
share-based compensation expense only for those awards that are expected to vest. For options
granted, we amortize the fair value on a straight-line basis over the vesting period of the
options.
The fair value of restricted stock units is based on the fair market value of our common stock
on the date of grant. We use historical data to estimate pre-vesting forfeitures and record
share-based compensation expense only for those awards that are expected to vest. Share-based
compensation expense for restricted stock units is recognized on a straight-line basis over the
vesting period. Upon vesting, restricted stock units will convert into an equivalent number of
shares of common stock.
6. Earnings Per Share
The following reconciles the numerators and denominators of basic and diluted earnings per
share (EPS):
Quarter Ended
Six Months Ended
March 31,
March 31,
2007
2006
2007
2006
(In thousands, except per share data)
Numerator for basic earnings per share net income
$
21,438
$
26,973
$
52,663
$
55,430
Interest expense on senior convertible notes, net of tax
1
1
2
2
Numerator for diluted earnings per share
$
21,439
$
26,974
$
52,665
$
55,432
Denominator shares:
Basic weighted-average shares
56,940
65,052
57,504
64,626
Effect of dilutive securities
1,719
1,782
1,824
1,895
Diluted weighted-average shares
58,659
66,834
59,328
66,521
Earnings per share:
Basic
$
0.38
$
0.41
$
0.92
$
0.86
Diluted
$
0.37
$
0.40
$
0.89
$
0.83
The computation of diluted EPS for the quarters ended March 31, 2007 and 2006, excludes
options to purchase approximately 3,243,000 and 2,530,000 shares of common stock, respectively, and
for the six months ended March 31, 2007 and 2006, excludes options to purchase approximately
3,331,000 and 1,589,000 shares of common stock, respectively, because the options exercise prices
exceeded the average market price of our common stock in these periods and their inclusion would be
antidilutive.
7. Segment Information
We are organized into the following four reportable segments, to align with the internal
management of our worldwide business operations based on product and service offerings:
Strategy Machine
Solutions.
These are pre-configured Enterprise Decision
Management (EDM) applications designed for a specific type of business problem or process,
such as marketing, account origination, customer management, fraud and medical bill review.
This segment also includes our myFICO solutions for consumers.
FAIR ISAAC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Scoring Solutions.
Our scoring solutions give our clients access to analytics that can
be easily integrated into their transaction streams and decision-making processes. Our
scoring solutions are distributed through major credit reporting agencies, as well as
services through which we provide our scores to lenders directly.
Professional Services.
Through our professional services, we tailor our EDM products to
our clients environments, and we design more effective decisioning environments for our
clients. This segment includes revenues from custom engagements, business solution and
technical consulting services, systems integration services, and data management services.
Analytic Software Tools.
This segment is composed of software tools that clients can use
to create their own custom EDM applications.
Our Chief Executive Officer evaluates segment financial performance based on segment revenues
and operating income. Segment operating expenses consist of direct and indirect costs principally
related to personnel, facilities, consulting, travel, depreciation and amortization. Indirect
costs are allocated to the segments generally based on relative segment revenues, fixed rates
established by management based upon estimated expense contribution levels and other assumptions
that management considers reasonable. We do not allocate share-based compensation expense,
restructuring and acquisition-related expense and certain other income and expense measures to our
segments. These income and expense items are not allocated because they are not considered in
evaluating the segments operating performance. Our Chief Executive Officer does not evaluate the
financial performance of each segment based on its respective assets or capital expenditures;
rather, depreciation and amortization amounts are allocated to the segments from their internal
cost centers as described above.
The following tables summarize segment information for the quarters and six months ended March
31, 2007 and 2006:
FAIR ISAAC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. Income Taxes
Our effective tax rate was 41.8% and 36.1% during the quarters ended March 31, 2007 and 2006,
respectively, and 35.9% and 36.4% during the six months ended March 31, 2007 and 2006,
respectively. The provision for income taxes during interim quarterly reporting periods is based
on our estimates of the effective tax rates for the respective full fiscal year.
Our effective tax rate for the quarter and six months ended March 31, 2007 was adversely
impacted by the sale of our mortgage banking solutions product line, due to $3.3 million of
goodwill associated with the product line that was not deductible for income tax purposes. As a
result, the sale increased our effective tax rate by 3.6% and 1.7% for the quarter and six months
ended March 31, 2007, respectively. In addition, the increase in our effective tax rate was the
result of our inability to recognize tax benefits on losses in certain foreign jurisdictions.
In addition to the factors described in the preceding paragraph, our effective tax rate for
the six months ended March 31, 2007, was favorably impacted by a benefit of $1.8 million related to
a favorable settlement of a state tax examination. Our effective tax rate was also favorably
impacted by the recognition of $0.5 million of U.S. federal research tax credits related to fiscal
2006. We were unable to recognize these credits during the last nine months of fiscal 2006 as
legislation providing for this credit had expired. In fiscal 2007, legislation was enacted that
provided for retroactive extension of this credit.
9. Credit Agreement
In October 2006, we entered into a five-year $300 million unsecured revolving credit facility
with a syndicate of banks. The credit facility may be increased to $500 million subject to certain
terms and conditions. Proceeds from the credit facility can be used for capital requirements and
general business purposes and may be used for the refinancing of existing debt, acquisitions and
repurchases of our common stock. Interest on amounts borrowed under the credit facility is based
on (i) a base rate, which is the greater of (a) the prime rate and (b) the Federal Funds rate plus
0.50% or (ii) LIBOR plus an applicable margin. The margin on LIBOR borrowings ranges from 0.30% to
0.55% and is determined based on our consolidated leverage ratio. In addition, we must pay
utilization fees if borrowings and commitments under the credit facility exceed 50% of the total
credit facility commitment, as well as facility fees. The credit facility contains certain
restrictive covenants, including maintenance of consolidated leverage and fixed charge coverage
ratios. The credit facility contains other covenants typical of unsecured facilities. As of March
31, 2007, we had $70.0 million of borrowings outstanding under the credit facility at an average
interest rate of 5.675%.
10. Contingencies
We are in disputes with certain customers regarding amounts owed in connection with the sale
of certain of our products and services. We also have had claims asserted by former employees
relating to compensation and other employment matters. We are also involved in various other
claims and legal actions arising in the ordinary course of business. We believe that none of these
aforementioned claims or actions will result in a material adverse impact to our consolidated
results of operations, liquidity or financial condition. However, the amount or range of any
potential liabilities associated with these claims and actions, if any, cannot be determined with
certainty. Set forth below is additional detail concerning certain ongoing litigation.
Customer Claims
We are party to two separate lawsuits involving two different customers who have asserted that
our performance under professional services contracts with such customers has caused them to incur
damages. One customers lawsuit is pending in the United States District Court for the Central
District of California, and the other is pending as a counterclaim to a collection lawsuit that we
commenced in the United States District Court for the Southern District of Texas. The customers in
these matters have claimed damages in excess of $10 million. We believe that these claims are
without merit, and we intend to contest them vigorously. We also believe that the resolution of
these claims will not result in a material adverse impact to our consolidated financial condition.
Putative Consumer Class Action Lawsuits
We are a defendant in a lawsuit captioned as
Robbie Hillis v. Equifax Consumer Services, Inc.
and Fair Isaac, Inc.
, which is pending in the U.S. District Court for the Northern District of
Georgia. The plaintiff claims that the defendants have jointly sold the Score Power
®
credit score
product in violation of certain procedural requirements under the Credit Repair Organizations Act
(CROA), and in violation of the antifraud provisions of that statute. The plaintiff also claims
that the defendants are credit repair organizations under CROA. The plaintiff is seeking
certification of a class on behalf of all individuals who purchased products
FAIR ISAAC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
containing Score Power
from the defendants in the five year period prior to the filing of the Complaint on November 14,
2004. The plaintiff claims damages of an unspecified amount, and further claims that Equifax and
Fair Isaac were unjustly enriched such that all payments should be refunded. On February 5, 2007,
the plaintiff, Equifax and Fair Isaac entered into a Settlement Agreement to resolve this lawsuit
and the Christy Slack lawsuit (described below). This matter and the Christy Slack matter were
consolidated in the Northern District of Georgia, and the Settlement Agreement was preliminarily
approved by the Court on February 8, 2007. Under the terms of the settlement, Fair Isaac will pay
a portion of the plaintiffs legal fees, will provide three months of its ScoreWatch product for
free to participating class members, and will make certain changes to its myfico.com website. Fair
Isaac has delivered notices to class members and is awaiting a hearing on or about June 4, 2007, to
seek final approval of the settlement and to have a final judgment entered.
We are a defendant in a lawsuit captioned as
Christy Slack v. Fair Isaac Corporation and
MyFICO Consumer Services, Inc.
, which is pending in the United States District Court for the
Northern District of California. As in the Hillis matter, the plaintiff is claiming that the
defendants violated certain procedural requirements of CROA, and violated the antifraud provisions
of CROA, with respect to the sale of credit score products on our myFICO.com website. The
plaintiff also claims that the defendants violated the California Credit Services Act (the CSA)
and were unjustly enriched. The plaintiff has sought certification of a class on behalf of all
individuals who purchased credit score products from us on the myFICO.com website in the five year
period prior to the filing of the Complaint on January 18, 2005. This matter is subject to the
Settlement Agreement described in the previous paragraph.
If the Court approves the settlement and judgment becomes final, Fair Isaac will be released
from liability for the claims asserted in the Hillis and Slack lawsuits and the Court will issue an
injunction to implement the referenced changes to the myFICO.com website. We believe the
resolution of these claims in accordance with the Settlement Agreement will not result in a
material adverse impact to our consolidated financial condition.
Braun Consulting, Inc.
Braun (which we acquired in November 2004) was a defendant in a lawsuit filed on November 26,
2001, in the United States District Court for the Southern District of New York (Case No. 01 CV
10629) that alleges violations of federal securities laws in connection with Brauns initial public
offering in August 1999. This lawsuit is among approximately 300 coordinated putative class
actions against certain issuers, their officers and directors, and underwriters with respect to
such issuers initial public offerings. As successor in interest to Braun, we have entered into a
Stipulation and Agreement of Settlement, pursuant to a Memorandum of
Understanding, along with most of the other defendant issuers in this coordinated litigation,
whereby such issuers and their officers and directors will be dismissed with prejudice, subject to
the satisfaction of certain conditions, including, among others, approval of the court. Under the
terms of this agreement, we will not pay any amount of the settlement.
11. New Accounting Pronouncements Not Yet Adopted
In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48),
Accounting for
Uncertainty in Income Taxes,
which prescribes a recognition threshold and measurement process for
recording in the financial statements uncertain tax positions taken or expected to be taken in a
tax return. Additionally, FIN 48 provides guidance on the derecognition, classification, accounting
in interim periods and disclosure requirements for uncertain tax positions. The accounting
provisions of FIN 48 will be effective for the Company beginning October 1, 2007. We are in the
process of determining what effect, if any, the adoption of FIN 48 will have on our consolidated
financial statements.
In September 2006, the SEC released Staff Accounting Bulletin (SAB) No. 108,
Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
, which provided the Staffs view regarding the process of quantifying financial
statement misstatements. SAB No. 108 requires an entity to quantify misstatements using both a balance
sheet and income statement approach to determine if a misstatement is material. The evaluation
requirements of SAB No. 108 are effective for fiscal years ending after November 15, 2006. We are
in the process of determining what effect, if any, the adoption of SAB No. 108 will have on our
consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measures
, which defines fair
value, establishes a framework for measuring fair value and expands disclosures about assets and
liabilities measured at fair value. The statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007. We are in the process of determining what effect,
if any, the adoption of SFAS No. 157 will have on our consolidated financial statements.
FAIR ISAAC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159,
The Fair
Value Option for Financial Assets & Financial Liabilities Including an Amendment of SFAS No. 115
(SFAS 159). SFAS 159 permits companies to choose to measure certain financial instruments and
other items at fair value. The standard requires that unrealized gains and losses are reported in
earnings for items measured using the fair value option. SFAS 159 will become effective for fiscal
years beginning after November 15, 2007. We are in the process of determining what effect, if any,
the adoption of SFAS 159 will have on our consolidated financial statements.