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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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.)
200 Smith Ranch Road, San Rafael, California 94903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 472-2211
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share New York Stock Exchange, Inc.
(Title of Class) (Name of each exchange
on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
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 .
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of December 3, 1999, the aggregate market value of the Registrant's
common stock held by nonaffiliates of the Registrant was $428,893,638 based on
the last transaction price as reported on the New York Stock Exchange. This
calculation does not reflect a determination that certain persons are affiliates
of the Registrant for any other purposes.
The number of shares of common stock outstanding on December 3, 1999 was
14,065,557 (excluding 282,174 shares held by the Company as treasury stock).
Items 10, 11, 12 and 13 of Part III incorporate information by reference
from the definitive proxy statement for the Annual Meeting of Stockholders to be
held on February 1, 2000.
TABLE OF CONTENTS
Page
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PART I
ITEM 1. Business.............................................................. 3
ITEM 2. Properties............................................................13
ITEM 3. Legal Proceedings.....................................................13
ITEM 4. Submission of Matters to a Vote of Security Holders...................13
EXECUTIVE OFFICERS OF THE REGISTRANT..........................................14
PART II
ITEM 5. Market for Registrant's Common Equity and
Related Stockholder Matters......................................15
ITEM 6. Selected Financial Data..........................................16
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................17
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.......26
ITEM 8. Financial Statements and Supplementary Data......................27
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure..............................47
PART III
ITEM 10. Directors and Executive Officers of the Registrant...............48
ITEM 11. Executive Compensation...........................................48
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management............................................48
ITEM 13. Certain Relationships and Related Transactions ..................48
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K..............................................49
SIGNATURES .................................................................54
Supplemental Information......................................................56
2
PART I
ITEM 1. BUSINESS
Development Of The Business
Fair, Isaac and Company, Incorporated (NYSE: FIC) ("Fair, Isaac" or the
"Company") is a leading developer of data management systems and services for
the financial services, retail, telecommunications, healthcare, personal lines
insurance and other industries. The Company employs various tools, such as
database enhancement software, predictive modeling, adaptive control and systems
automation to help businesses worldwide use data to make faster, more profitable
decisions on their marketing, customers, operations and portfolios. Fair, Isaac
(www.fairisaac.com) is headquartered in San Rafael, California.
Established in 1956, Fair, Isaac pioneered the credit risk scoring
technologies now employed by most major U.S. consumer credit grantors. Its
rule-based decision management systems, originally developed to screen consumer
credit applicants, are now routinely employed in all phases of the credit
account cycle: direct mail solicitation (credit cards, lines of credit, etc.),
application processing, card reissuance, on-line credit authorization, and
collection. Although direct comparisons are difficult, management believes Fair,
Isaac ranks first or second in sales of every type of credit management product
or service it markets, and that its total sales to the consumer credit market
exceed those for similar products by any direct competitor. Approximately 48% of
the Company's revenues in fiscal 1999 were derived from usage-priced products
and services marketed through alliances with major credit bureaus and
third-party credit card processors. Sales of decision management products and
services directly to credit industry end-users accounted for approximately 23%
of revenues.
In more recent years Fair, Isaac has expanded its product and service
offerings, applying its proven risk/reward modeling capabilities to automobile
and home insurance underwriting, small business and mortgage lending,
telecommunications, retail, healthcare, and eBusiness. With the acquisition of
DynaMark in 1992, the Company made its first foray into marketing data
processing and database management, combining DynaMark's strengths in
warehousing and manipulating complex consumer databases with Fair, Isaac's
expertise in predictive modeling and decision systems. DynaMark contributed
$65.3 million or 24% of Fair, Isaac's fiscal 1999 revenues. On October 1, 1999,
DynaMark was merged into Fair, Isaac.
The Company's Insurance business unit generated revenues in fiscal 1999 of
$9.4 million or 3% of revenues. In fiscal l997, the Company recorded its first
revenues from its new Healthcare business unit, and in fiscal 1998, derived
revenues from providing analytical marketing services to a large pharmaceuticals
manufacturer to help improve customer relationships and management of
prescription compliance (i.e., a patient's fulfillment of prescriptions and
taking them to completion). Following the end of fiscal 1999, the Company
announced its intent to exit the receivables management segment of its
Healthcare business to focus on other opportunities.
In July 1997 the Company acquired Risk Management Technologies (RMT), a
provider of enterprise-wide risk management and performance measurement
solutions to major financial institutions around the world. RMT's revenues in
fiscal l999 were $2.7 million, or 1% of the Company's revenues.
Fair, Isaac numbers, among its regular customers, hundreds of the world's
leading credit card and travel card issuers, retail establishments and consumer
lenders. It has enjoyed continuous client relationships with some of these
companies for nearly 30 years. Through alliances with all three major U.S.
credit bureaus, the Company also serves a large and growing number of
middle-market credit grantors, primarily by providing direct mail solicitation
screening, application scoring and account management services on a usage-fee
basis. In addition, some of the Company's end-user products, such as
CreditDesk(R) application processing software and CrediTable(R) pooled-data
scoring systems, are designed to meet the needs of relatively small users.
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Approximately 15% of Fair, Isaac's fiscal 1999 revenues came from sales
outside the United States. With its long-standing presence in Western Europe and
Canada and the more recent establishment of operating bases in Brazil, Great
Britain, France, Germany, Italy, Japan, Mexico, South Africa and Spain, the
Company is well positioned to benefit from the expected growth in global credit
card issuance and usage into the next century.
Since 1994, Fair, Isaac's revenues and diluted earnings per share have
increased at a compound rate of 25% and 21%, respectively. The Company
attributes this growth to rising market demand for credit scoring and account
management services; success in increasing its share of the market; and a
gradual shift in marketing and pricing strategy, from primary reliance on
direct, end-user sales of customized analytical and software products to ongoing
usage revenues from services provided through credit bureaus and bankcard
processing agencies.
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 adjusting for the effect of
acquisitions--from its bankcard-related scoring and account management
businesses 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 to: (1) develop new, high-value added products, (2) increase its
penetration of established or emerging credit markets outside the U.S. and
Canada and (3) 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, healthcare, retail,
telecommunications and eBusiness.
In fiscal 1999, the Company was organized into business units that
corresponded to its principal markets: consumer credit, insurance, direct
marketing (DynaMark), enterprise-wide financial risk management (RMT) and
healthcare. In October 1999 the Company formally adopted new organizational
structure and business models to focus on growth opportunities in the retail and
telecommunications markets and to implement its new strategic objective of
becoming an "analytic application service provider."
Late in calendar 1999, the Company declared its intent to become a
Web-based "analytic application service provider" or "ASP." The Company already
delivers certain of its capabilities through secure Web sites and it will try to
adopt this delivery mode whenever possible in the future. Although not
Web-based, certain other services-such as credit scores delivered through credit
reporting agencies and account management services delivered through credit card
processors-fall within the broader definition of an ASP. The Company is actively
looking for more opportunities to deliver its capabilities in service bureau
mode rather than as discrete component deliverables.
Products and Services
The Company's principal products are statistically derived, rule-based
analytic tools designed to help businesses make more profitable decisions on
their customers and prospective customers, and software systems and components
to implement these analytic tools. In addition to sales of these products
directly to end-users, the Company also makes these products available in
service mode through arrangements with credit bureaus and third-party credit
card processors. The Company provides data processing and database management
services to businesses engaged in direct marketing. The Company's RMT subsidiary
provides management tools to larger, more sophisticated financial institutions
for enterprise-wide, integrated financial risk and profitability management.
Products and services sold to the consumer credit industry have
traditionally accounted for most of the Company's revenues. However, the Company
is actively promoting its products and services to other segments of the credit
industry, including mortgage and small business lending; and to non-credit
industries, particularly personal lines insurance, direct marketing,
telecommunications, retail and healthcare. Consumer credit accounted for over
71% of the Company's revenues in each of the three years in the period ended
September 30, 1999. Sales to customers in the direct marketing business,
including the marketing arms of financial service businesses, accounted for 15%
to 24% of revenues in each of the three years in the period ended September 30,
1999. Revenues from sales to the insurance industry accounted for 3% to 4% of
revenues in each of the three years in the period ended September 30, 1999. In
fiscal 1997 the Company recorded the first revenues from its new Healthcare
business unit, and during fiscal 1998 derived revenues from providing analytical
marketing services to a large pharmaceuticals manufacturer to help improve
customer relationships and management of prescription compliance (i.e., a
patient's fulfillment of prescriptions and taking them to completion) and
introduced its healthcare receivables management
4
system product. In October 1999 the Company announced its intent to exit the
healthcare receivables management business.
Analytic Products
The Company's primary analytic products are scoring algorithms (also called
"models" or "scorecards") which can be used in screening lists of prospective
customers, evaluating applicants for credit or insurance and managing existing
credit accounts. Some of the most common types of scoring algorithms developed
by the Company are described below. Scoring algorithms are developed by
correlating information available at the time a particular decision is made with
known performance at a later date. Scoring algorithms can be developed to
predict the likelihood of different kinds of performance (e.g., credit
delinquency, response to a solicitation, and insurance claims frequency); they
can be developed from different data sources (e.g., credit applications and
credit bureau files); and they can be developed either for a particular user
("custom" models or scorecards) or for many users in a particular industry
("pooled data" or "broad-based" models or scorecards).
Credit Application Scoring Algorithms. First introduced in 1958, Credit
Application Scoring Algorithms are tools that permit credit grantors to
calculate the risk of lending to individual applicants. They are delivered in
the form of a table of numbers, one for each possible answer to each of about 10
to 12 selected predictive questions that are found on the form filled in by the
applicant or on a credit report purchased by the credit grantor. The model
"scores" an applicant by totaling the numbers associated with the answers
provided about the applicant. The "score" thus obtained is compared to a "cutoff
score" previously established by the credit grantor's management to determine
whether or not to extend the requested credit, and on what terms. A significant
proportion of revenues from Credit Application Scoring Algorithms is derived
from sales of new or replacement algorithms to existing users.
Behavior Scoring Algorithms. The Company pioneered Behavior Scoring
Algorithms with a research program in 1969. The first commercially successful
products were introduced in 1978. In contrast to Credit Application Scoring
Algorithms which deal with credit applicants, Behavior Scoring Algorithms permit
management to define rules for the treatment of existing customers on an ongoing
basis.
Although similar in statistical principle and manner of construction,
Behavior Scoring Algorithms differ in several important respects from Credit
Application Scoring Algorithms. First, rather than using an applicant's answers
on a credit application or a credit report, the data used to determine a
behavior score come from the customer's purchase and payment history with that
organization. Second, each customer is scored monthly, rather than only at
application time, and an action is selected each time in response to the score.
Third, the available actions are much more varied. For example, if an account is
delinquent, the actions available to a manager can include a simple message on a
customer's bill calling attention to the delinquency, a dunning letter, a phone
call, or a referral to a collection agency, with the action to be taken in any
given case to be determined by the customer's behavior score.
To use a credit card example, scores produced by specially designed
Behavior Scoring Algorithms can be used to select actions for mailing
promotional materials to customers, for changing the credit limits allowed, for
authorizing individual credit card transactions, for taking various actions on
delinquent accounts and for reissuing credit cards which are about to expire.
Behavior Scoring Algorithms are also components of the Adaptive Control Systems
described below.
Credit Bureau Scoring Services. The Company also provides scoring
algorithms to each of the three major automated credit bureaus in the United
States. The algorithms calculate scores based solely on the information in
consumer credit bureau files. Customers of the credit bureau can use the scores
derived from these algorithms to prescreen solicitation candidates, to evaluate
applicants for new credit and to review existing accounts. Credit grantors using
these services pay based on usage and the Company and the credit bureau share
these usage revenues. The PreScore(R) service offered by the Company through
credit bureaus combines a license to use such algorithms for prescreening
solicitation candidates along with tracking and consulting services provided by
the Company, and is priced on a time or usage basis.
ScoreNet(R) Service. ScoreNet Service, introduced in August 1991, allows
credit grantors to obtain Fair, Isaac's credit bureau scores and related data on
a regular basis and in a format convenient for use in their account management
programs. In most cases the account management program is a Fair, Isaac Adaptive
Control System or Adaptive Control service at a credit card processor. The
Company obtains the data from the credit bureau(s) selected
5
by each subscriber and delivers it to the subscriber in a format compatible with
the subscriber's account management system.
Insurance Scoring Algorithms. The Company has also delivered scoring
systems for insurance underwriters and marketers. Such systems use the same
underlying statistical technology as credit scoring systems, but are designed to
predict claim frequency or profitability of applicants for personal insurance
such as automobile or homeowners' coverage. During fiscal 1993, the Company
introduced a Property Loss Score ("PLS") service in conjunction with Equifax,
Inc., a leading provider of data to insurance underwriters. In 1994, the Company
introduced a similar service in conjunction with Trans Union Corporation called
"ASSIST" which is designed to predict automobile insurance risk. In 1995, with
Equifax Inc., the Company introduced a risk prediction score for automobile
insurance called Casualty Loss Score ("CLS") service. Equifax subsequently spun
off its Insurance unit, which is now Choicepoint. In 1996, with Acxiom, the
Company introduced a risk prediction score for homeowners' and automobile
insurance called InfoScore and during fiscal 1999, the Company introduced a
similar score with Experian named the Experian/Fair, Isaac score. PLS, ASSIST,
CLS, InfoScore and the Experian/Fair, Isaac scoring services are similar to the
credit bureau scoring services in that a purchaser of data from ChoicePoint,
Trans Union, Acxiom and Experian can use the scores to evaluate the risk posed
by applicants for homeowners' or automobile insurance. The Company and
ChoicePoint, Trans Union, Acxiom and Experian, as the case may be, share the
usage revenue produced by these services. Aspects of automated application
processing systems and Adaptive Control Systems are also applicable to insurance
underwriting decisions. The Company is actively marketing its products and
services to the insurance industry.
Other Scoring Algorithms. The Company has developed scoring algorithms for
other users, which include public utilities that require deposits from selected
applicants before starting service, tax authorities that select returns to be
audited, and mortgage lenders. The Company has also developed scoring algorithms
for use in selecting life insurance salesmen, finance company managers, and
prisoners suitable for early release, although to date these algorithms have not
generated significant revenues.
Automated Strategic Application Processing Systems (ASAP)
The Company's Automated Strategic Application Processing systems (ASAP)
automate the processing of credit applications, including the implementation of
the Company's Credit Application Scoring Algorithms. The Company offers
Mid-Range ASAPs which are stand-alone assemblies of hardware and software;
Mainframe ASAP, SEARCH, StrategyWare(R) and ScoreWare consisting of software for
IBM and IBM-compatible mainframe computers; CreditDesk which consists of
software for personal computers; and CreditCenter(TM) which is a new product for
application processing that integrates components from Mainframe ASAP,
StrategyWare and SEARCH with a web enabled user interface. The Company does not
expect significant sales of new Mid-Range ASAP systems but still derives
maintenance and enhancement revenues from existing systems.
The tasks performed by these systems may include: (i) checking for the
completeness of the data initially given and printing an inquiry letter in the
case of insufficient information; (ii) checking whether an applicant is a known
perpetrator of fraud; (iii) electronically requesting, receiving, and
interpreting a credit report when it is economic to do so; (iv) assigning a
credit limit to the account, if acceptable, and printing a denial letter if not;
and (v) forwarding the data necessary to originate billing records for accepted
applicants.
Mid-Range ASAP is a minicomputer-based system which carries out the tasks
listed above in a manner extensively "tailored" to each user's unique
requirements. Mainframe ASAP is a software-only package designed to be executed
on IBM or IBM-compatible mainframe computers. It is most useful for very large
volume credit grantors who elect to enter application information from a number
of separate locations. CreditDesk is designed for use on stand-alone or
networked personal computers. Although its software functions are not tailored
as extensively as the other versions of ASAP, CreditDesk features an easy-to-use
graphics interface. The Company also sells software components for IBM or
IBM-compatible mainframe computers under the tradenames "SEARCH" and
"ScoreWare." SEARCH acquires and interprets credit bureau reports as a separate
package. ScoreWare provides for easy installation of credit application
scorecards and computes scores from such scorecards as part of the application
processing sequence. StrategyWare combines the application processing features
described above with the "Champion/Challenger" strategy concept described below
under "Adaptive Control Systems".
The Company's Mid-Range and Mainframe ASAP systems are currently being used
in the United States, Canada, and Europe by banks, retailers, and other
financial institutions. CreditDesk is being used by over 600 credit
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grantors in more than a dozen countries. To support these installations, the
Company provides complete hardware and software maintenance, general software
support in the form of consulting, and specific software support by producing
enhancements, as well as other modifications at a user's request.
Adaptive Control Systems
The Company's most advanced product is the Adaptive Control System, now
generally marketed under the tradename "TRIAD." An Adaptive Control System is a
complex of behavior scoring algorithms, computer software, and account
management strategy addressed to one or more aspects of the management of a
consumer credit or similar portfolio. For example, the Company has developed
Adaptive Control Systems for use by an electric utility and a telecommunications
company in the management of its customer accounts.
A principal feature of an Adaptive Control System is software for testing
and evaluation of alternative management strategies, designated the "Champion
and Challenger Strategy Software." The "Champion" strategy applied to any aspect
of controlling a portfolio of accounts (such as determining collection messages
or setting credit limits) is that set of rules considered by management to be
the most effective at the time. A "Challenger" strategy is a different set of
rules which is considered a viable candidate to outperform the Champion. The
Company's Champion and Challenger Strategy software is tailored to the
customer's billing system and is designed to permit the operation of both
strategies at the same time and also to permit varying fractions of the accounts
to go to each of the competing strategies. For example, if a Challenger is very
different from the Champion, management may wish to test it on a very small
fraction of the accounts, rather than to risk a large loss. Alternatively, if a
Challenger appears to be outperforming a Champion, management can direct more
and more of the account flow to it. There need not, in fact, be a limitation on
the number of Challengers in place at any one time beyond the limits imposed by
the ability of the Company and the user management to study the results.
A Champion/Challenger structure is based on one or more of the Company's
component products, usually Behavior Scoring Algorithms, as well as
Company-developed software that permits convenient allocation of accounts to
strategies and convenient modification of the strategies themselves. Adaptive
Control Systems can also consider information external to the particular
creditor, particularly scores and other information obtained from credit
bureaus, in the design of strategies. A specific goal of the Company's Adaptive
Control System product is to make the account management functions of the user
as independent as possible of the user's overall data processing systems
development department.
For a Champion/Challenger structure to function effectively, new Challenger
strategies must be developed continually as insight is gained, as external
conditions change, and as management goals are modified. The Company often
participates in the design and development of new Challenger strategies and in
the evaluation of the results of Champion/Challenger competitions as they
develop.
Contracts for Adaptive Control Systems for end-users generally include
multi-year software maintenance, strategy design and evaluation, and consulting
components. The Company also provides Adaptive Control services through First
Data Resources, Inc. and Total System Services, Inc., the two largest
third-party credit card processors in the United States. The Adaptive Control
service is also available in the United Kingdom through First Data Resources,
Ltd. and Bank of Scotland; in Buenos Aires, through Argencard S.A.; and in
Frankfurt, through B+S Card Service Gmbh. Credit card issuers subscribing to
these services pay monthly fees based on the number of accounts processed. The
Company's StrategyWare(R) product is an Adaptive Control System designed to
apply Champion/Challenger principles to the processing of new credit accounts,
rather than the management of existing accounts. The Company believes that
Adaptive Control Systems also can operate in areas other than consumer credit;
and, as noted above, has provided an Adaptive Control System to an electric
utility company and a telecommunications company.
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DynaMark
DynaMark provides a variety of data processing and database management
services to companies and organizations in direct marketing. DynaMark offers
several proprietary tools in connection with such services including "DynaLink"
and "DynaMatch." DynaLink gives financial institutions and other users remote
computer access to their "warehoused" customer account files or marketing
databases. It allows them to perform on-line analyses ranging from profiling the
history of a single customer purchase or credit usage to calling up print-outs
of all files having certain defined characteristics in common. DynaMatch uses a
unique scoring system to identify matching or duplicate records that most
standard "merge-purge" systems would overlook. Credit managers and direct
marketers can use it to identify household relationships (accounts registered in
different names, but sharing a common address and surname) and to eliminate
costly duplicate mailings. Credit card issuers can use it to spot potentially
fraudulent or overlimit credit card charges by individuals using two or more
cards issued under slightly different names or addresses.
Risk Management Technologies
Risk Management Technologies (RMT) provides management tools to larger,
more sophisticated financial institutions around the world for enterprise-wide,
integrated financial risk and profitability management. Financial institutions
must constantly evaluate the effect of interest rate changes and other factors
on their entire operation including their loan, credit card and investment
portfolios, to determine bottom line exposure and potential revenues. RMT's
financial decision support software, the RADAR System, is a comprehensive
enterprise management system that performs asset-liability management, transfer
pricing, and performance measurement modeling. RMT's Genesis product is a
graphical data integration management tool used to integrate data rapidly from
multiple legacy systems and other sources into a consolidated, client/server
data warehouse. Within this warehouse, data remain readily available for use in
multiple decision-support applications.
Healthcare
The Company is currently providing analytical marketing services to a large
pharmaceuticals manufacturer to help improve customer relationship and
"compliance" management using a variety of techniques including internet
communications. "Compliance" in this instance refers to whether prescriptions
are actually filled and taken to completion. The Company also introduced a
healthcare receivables management system for hospitals and other healthcare
providers, and signed its first revenue-generating contract for this product in
October 1998. Following the end of fiscal 1999 the Company announced its intent
to exit the healthcare receivables management business.
Customer Service and Support
The Company provides service and support to its customers in a variety of
ways. They include: (i) education of liaison teams appointed by buyers of
scoring algorithms and software; (ii) maintenance of an answering service that
responds to inquiries on minor technical questions; (iii) proactive Company
follow-up with purchasers of the Company's products and services; (iv)
conducting seminars held several times a year in various parts of the United
States and, less often, in other countries; (v) conducting annual conferences
for clients in which user experience is exchanged and new products are
introduced; (vi) delivery of special studies which are related to the use of the
Company's products and services; and (vii) consulting and training services
provided by the Company's subsidiary, Credit & Risk Management Associates, Inc.
("CRMA"). CRMA was merged into the Company on October 1, 1999.
Scoring algorithms can diminish in effectiveness over time as the
population of applicants or customers changes. Such changes take place for a
variety of reasons, many of which are unknown or poorly understood, but some are
a result of marketing strategy changes or shifts in the national or the local
economy. It is to the user's advantage, therefore, to monitor the performance of
its algorithms so that they can be replaced when it is economic to do so. In
response to this need as well as the requirement of the Equal Credit Opportunity
Act that scoring algorithms be periodically validated, the Company provides
tracking services and software products which measure the continuing performance
of its scoring algorithms while in use by customers.
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Technology
The Company's personnel have a high degree of expertise in several separate
disciplines: operations research, mathematical statistics, computer-based
systems design, programming and data processing.
The fundamental principle of operations research is to direct attention to
a class of management decisions, to make a mathematical model of the situation
surrounding that class of decisions and to find rules for making the decisions
which maximize achievement of the manager's goal. The Company's analytic
products are classic examples of this doctrine reduced to practice. The entire
focus is on decision making using the best mathematical and computational
techniques available.
The fundamental goal of mathematical statistics is to provide the method
for deriving the maximum amount of useful information from an undigested body of
data. The objective of the design of computer-based systems is to provide a
mechanism for efficiently accepting input data from a source, storing that data
in a cost-effective medium, operating on the data with reliable algorithms and
decision rules and reporting results in readily comprehensible forms.
The Company's analytic products have a clear distinguishing characteristic
in that they make management by rule possible in situations where the only
alternative is reliance on a group of people whose actions can never be entirely
consistent. Rules for selecting actions require computation of probabilities of
results. But computing the probability of a particular result in the traditional
mode, that is, by counting the number of occurrences of each possible result in
all possible combinations of circumstances, clearly breaks down when the number
of combinations becomes very large. When only a few thousand cases of results
are available, more subtle mathematical methods must be used. The Company has
been actively developing and using techniques of this kind for 43 years, as
indicated by the development and continual enhancement of its proprietary suite
of algorithms and computer programs used to develop scoring algorithms.
The Company's products must also interface successfully with systems
already in place. For example, they must accept data in various forms and in
various media such as handwritten applications, video display terminal input,
and telecommunications messages from credit bureaus. They must also provide
output in diverse forms and media, such as video displays, printed reports,
transactions on magnetic tape and printed letters. The Company's response to
this interface requirement has been to develop a staff which is expert in both
logical design of information systems and the various computer languages used
for coding.
Markets and Customers
The Company's products for use in the area of consumer credit are marketed
to banks, retailers, finance companies, oil companies, credit unions and credit
card companies. The Company has over 600 users of products sold directly by the
Company to end-users. These include about 75 of the 100 largest banks in the
United States; several of the largest banks in Canada; approximately 40 banks in
the United Kingdom; more than 70 retailers; 7 oil companies; major travel and
entertainment card companies; and more than 40 finance companies. Custom
algorithms and systems have generally been sold to larger credit grantors. The
scoring, application processing and adaptive control services offered through
credit bureaus and third-party processors are intended, in part, to extend usage
of the Company's technology to smaller credit issuers and the Company believes
that users of its products and services distributed through third-parties number
in the thousands. As noted above, the Company also sells its products to
utilities, tax authorities, and telecommunications and insurance companies.
The Company markets its services to a wide variety of businesses engaged in
direct marketing. These include banks and insurance companies, catalog
merchandisers, fund-raisers and others. Most of the DynaMark unit's revenues
come from direct sales to the end user of its services, but in some cases the
DynaMark unit acted as a subcontractor to advertising agencies or others
managing a particular project for the end user. RMT markets to large financial
institutions throughout the world. Its clients are typically large financial
institutions with a wide range of products, investments and operational units
and a sophisticated balance sheet.
No single end user customer accounted for more than 10% of the Company's
revenues in fiscal 1999. Revenues generated through the Company's alliances with
the three major credit bureaus in the United States, Equifax,
9
Experian Information Solutions, Inc. (formerly known as TRW Information Systems
& Services) and Trans Union, each accounted for approximately eight to ten
percent of the Company's total revenues in fiscal 1999.
The percentage of revenues derived from customers outside the United States
was approximately 15% in fiscal 1999 and approximately 17% in each of fiscal
1998 and 1997. RMT derives less than half of its revenues from clients outside
the United States. DynaMark had virtually no non-U.S. revenues prior to fiscal
1997. The United Kingdom and Canada are the largest international market
segments. Mexico, South Africa, a number of countries in South America and
almost all of the Western European countries are represented in the user base.
The Company has delivered products to users in approximately 60 countries. The
information set forth under the caption "Segment Information" in Note 12 to the
Consolidated Financial Statements is incorporated herein by reference. The
Company's foreign offices are primarily sales and customer service offices
acting as agents on behalf of the U.S. production operations. Net identifiable
assets, capital expenditures and depreciation associated with foreign offices
are not material.
The Company has enjoyed good relations with the majority of its customers
over extended periods of time, and a substantial portion of its revenue is
derived from repeat customers. As noted above, the Company is actively pursuing
new users, particularly in the marketing, insurance, telecommunications, retail
and healthcare fields as well as those potential users in the consumer credit
area not yet using the Company's products.
Contracts and Backlog
The Company's practice is to enter into contracts with several different
kinds of payment terms. Scoring algorithms have historically been sold through
one-time, fixed-price contracts. The Company will continue to sell scoring
algorithms on this basis but has also entered into longer term contractual
arrangements with some of its largest customers for the delivery of multiple
algorithms. PC-ASAP ("CreditDesk") customers have the option to enter into
contracts that provide for a one-time license fee or volume-sensitive monthly
lease payments. The one-time and usage-based contracts contain a provision
requiring monthly maintenance payments. Mainframe ASAP contracts include a
one-time fee for the basic software license, plus monthly fees for maintenance
and enhancement services. The Company also realizes maintenance and enhancement
revenues from users of its line of Mid-Range ASAP systems. PreScore contracts
call for usage or periodic license fees and there is generally a minimum charge.
Contracts for the delivery of complete Adaptive Control Systems typically
contain both fixed and variable elements in recognition of the fact that they
extend over multiple years and must be negotiated in the face of substantial
uncertainties. As noted above, the Company is also providing scoring algorithms
and application processing on a service basis through credit bureaus, and credit
account management services through third-party bankcard processors. Subscribers
pay for these services and for the ScoreNet service based on usage. DynaMark,
RMT and the Company's Healthcare unit employ a combination of fixed fee and
volume-or usage-based pricing for their services.
As of September 30, 1999, the Company's backlog, which includes only firm
contracts, was approximately $55.9 million, as compared with approximately $68.5
million as of September 30, 1998. This indicates that revenue in fiscal 2000 and
later years may depend to a large extent on sales of newly developed products.
Most usage-based revenues do not appear as part of the backlog. The Company
believes that approximately 25 percent of the September 30, 1999 backlog will be
delivered after the end of the current fiscal year ending September 30, 2000.
Most DynaMark contracts include unit or usage charges, the total amount of which
cannot be determined until the work is completed. DynaMark's and CRMA's backlog
are not significant in amount, are not considered a significant indicator of
future revenues, and are not included in the foregoing figures. RMT's backlog is
included in the foregoing backlog figures.
Competition
The Company believes that its typical product development cycle, which in
the past has extended as long as ten years, has tended to moderate the Company's
growth rate. It also believes, however, that this long product development lead
time provides a barrier to entry of competitive products. As credit scoring,
automated application processing, and behavioral scoring algorithms, all of
which were pioneered by the Company, have become standard tools for credit
providers, competition has emerged from five sectors: scoring algorithm
builders, providers of automated application processing services, data vendors,
neural network developers and artificial intelligence system builders. It is
likely that a number of new entrants will be attracted to the market, including
both large and small companies. Many of the Company's present and potential
competitors have substantially greater financial, managerial, marketing, and
technological resources than the Company. The Company believes that none of its
10
competitors offer the same mix of products as the Company. However certain
competitors may have larger shares of particular geographic or product markets.
In-house analytic and systems developers are also a significant source of
competition for the Company.
The Company believes that the principal factors affecting competition for
scoring algorithms are product performance and reliability; expertise and
knowledge of the credit industry; ability to deliver algorithms in a timely
manner; customer support, training and documentation; ongoing enhancement of
products; and comprehensiveness of product applications. It competes with both
outside suppliers and in-house groups for this business. The Company's primary
competitor among outside suppliers of scoring algorithms is Experian, formerly
known as, C.C.N. Systems Limited ("CCN") of Nottingham, England, a subsidiary of
Great Universal Stores plc, a large British retailer. Scores sold by credit
bureaus in conjunction with credit reports, including scores computed by
algorithms developed by the Company, provide potential customers with the
alternative of purchasing scores on a usage-priced basis.
The Company believes that the principal factors affecting competition in
the market for automated application processing systems (such as ASAP) are the
same as those affecting scoring algorithms, together with experience in
developing computer software products. Competitors in this area include outside
computer service providers and in-house computer systems departments. The
Company believes that its primary competitor in this area is American Management
Systems, Incorporated ("AMS"). AMS also offers credit scoring algorithms.
The Company competes with data vendors in the market for its credit bureau
scoring services including PreScore and ScoreNet. In the past several years,
data vendors have expanded their services to include evaluation of the raw data
they provide. All of the major credit bureaus offer competing prescreening and
credit bureau scoring services developed, in some cases, in conjunction with the
Company's primary scoring algorithm competitor, Experian.
Both AMS and Experian offer products intended to perform some of the same
functions as the Company's Adaptive Control Systems. The Company believes that
customers using its Adaptive Control Systems, in both custom end-user form and
through third-party processors, significantly outnumber users of the competing
AMS and Experian products.
Another source of emerging competition comes from companies developing
artificial intelligence systems including those known as "expert systems" and
"neural networks." An expert system is computer software that replicates the
decision-making process of the best available human "experts" in solving a
particular class of problem, such as credit approval, charge card authorization,
or insurance underwriting. Scoring technology differs from expert systems in
that scoring technology is based upon a large database of results, from which
rules and algorithms are developed, as compared to expert systems, which are
typically based primarily on the "expert's" judgment and less so upon a
significant database. The Company believes its technology is superior to expert
system technology where sufficient performance data are available. Neural
networks, on the other hand, are an alternative method of developing scoring
algorithms from a database but using mathematical techniques quite different
from those used by the Company. For example, HNC Software, Inc. has developed
systems using neural network technology which compete with some of the Company's
products and services. The Company believes that analytical skill and knowledge
of the business environment in which an algorithm will be used are generally
more important than the choice of techniques used to develop the algorithm; and,
further, that the Company has an advantage in these areas with respect to its
primary markets as compared with neural network developers.
There are a large number of companies providing data processing and
database management services in competition with DynaMark, some of which are
considerably larger than DynaMark. The Company believes the market for such
services will continue to expand rapidly for the foreseeable future. Competition
in this area is based on price, service, and, in some cases, the ability of the
processor to perform specialized tasks. DynaMark has concentrated on providing
specialized types of data processing and database management services using
proprietary tools which, it believes, give it an edge over its competition in
these areas.
RMT is a provider of enterprise-wide risk management and
performance-measurement solutions to major financial institutions. There are a
number of companies offering enterprise-wide "solutions", or serving
sub-segments of this market (such as trading operations of financial
institutions), in competition with RMT.
11
Product Protection
The Company relies upon the laws protecting trade secrets and upon
contractual non-disclosure safeguards, including its employee non-disclosure
agreements and restrictions on transferability that are incorporated into its
customer agreements, to protect its software and proprietary interests in its
product methodology and know-how. The Company currently has one patent
application pending but does not otherwise have patent protection for any of its
programs or algorithms, nor does it believe that the law of copyrights affords
any significant protection for its proprietary software. The Company instead
relies principally upon such factors as the knowledge, ability, and experience
of its personnel, new products, frequent product enhancements, and name
recognition for its success and growth. The Company retains title to and
protects the suite of algorithms and software used to develop scoring algorithms
as a trade secret and has never distributed its source code.
In spite of these precautions, it may be possible for competitors or users
to copy or reproduce aspects of the Company's software or to obtain information
that the Company regards as trade secrets. In addition, the laws of some foreign
countries do not protect the Company's proprietary rights to the same extent as
do the laws of the United States. Due to recent changes in the case law and
Patent and Trademark Office Guidelines with respect to the patentability of
software, algorithms and "methods of doing business," the Company is currently
reevaluating the possibility of obtaining patent protection for certain aspects
of its technology.
Research and Development
Technological innovation and excellence have been goals of the Company
since its founding. The Company devotes, and intends to continue to devote,
significant funds to research and development to develop both new products and
enhancements to its existing products. In addition, the Company has ongoing
projects for improving its fundamental knowledge in the area of algorithm
design, its capabilities to produce algorithms efficiently, and its ability to
specify and code algorithm executing software. The information set forth in the
line entitled "Research and development" in the Consolidated Statement of Income
and the information set forth under the caption "Software costs" in Note 1 to
the Consolidated Financial Statements is incorporated herein by reference.
In addition to the projects formally designated as Research and
Development, many of the Company's activities contain a component that produces
new knowledge. For example, an Adaptive Control System, by its nature and
purpose, must be designed to match its environment and learn as it operates. In
the areas in which the Company's products are useful, the "laboratory" is
necessarily the site of the user's operations.
Personnel
As of September 30, 1999, the Company employed approximately 1,585 persons.
None of its employees is covered by a collective bargaining agreement and no
work stoppages have been experienced.
12
ITEM 2. PROPERTIES
The Company's principal office is located in San Rafael, California,
approximately 15 miles north of San Francisco. The Company leases approximately
270,000 square feet of office space in four buildings at that location under
leases expiring in 2001 or later. It also leases approximately 3,894 square feet
of warehouse space in San Rafael for its hardware operations and for storage
under month-to-month leases and 2,382 square feet for a telecommute center in
Petaluma, California. In May 1998 the Company entered into a synthetic lease
agreement for an office complex with approximately 406,000 square feet in San
Rafael, California with an expected initial occupancy date in the year 2001.
DynaMark leases approximately 167,000 square feet of office and data processing
space in four buildings in Arden Hills, Minnesota under leases which expire in
2012. DynaMark also leases approximately 25,000 square feet of office and data
processing space in New York City under a lease expiring in 2004 and
approximately 14,800 square feet for offices in Brookings and Madison, South
Dakota. RMT leases approximately 14,740 square feet of office space in Berkeley,
California. The Company also leases a total of approximately 81,550 square feet
of office space for offices in Baltimore, Maryland; Chicago, Illinois; New
Castle, Delaware; Atlanta, Georgia; Toronto, Ontario; Birmingham, England;
Tokyo, Japan; Paris, France; Mexico City, Mexico; Sao Paulo, Brazil; Milan,
Italy; Johannesburg, South Africa; and Madrid, Spain. See Notes 5 and 11 in the
Consolidated Financial Statements for information regarding the Company's
obligations under leases. The Company believes that suitable additional space
will be available to accommodate future needs.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings are pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
13
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Positions Held Age
---- -------------- ---
Thomas G. Grudnowski President and Chief Executive Officer 49
since joining the Company in
December 1999. Became a Director of
the Company in December 1999. Partner
at Andersen Consulting from 1983-1999.
Joined Andersen Consulting in 1972.
Larry E. Rosenberger Executive Vice President since December 53
1999. President and Chief Executive Officer
from March, 1991 to December 1999,
Executive Vice President 1985-1991,
Senior Vice President 1983-1985, Vice
President 1977-1983. A Director from
1983-1999. Joined the Company in 1974.
John D. Woldrich Executive Vice President since 1985, 56
Senior Vice President 1983-1985, Vice
President 1977-1983. Chief Operating Officer
August 1995 to November 1999. A Director
` since 1983. Joined the Company in 1972.
Henk J. Evenhius Executive Vice President and Chief 56
Financial Officer since joining
the Company in October 1999. Executive
Vice President and Chief Financial Officer of
Lam Research Corporation 1987-1998.
Patrick G. Culhane Executive Vice President since August 45
1995; Senior Vice President 1992-
1995; Vice President 1990-1992;
joined the Company in 1985.
H. Robert Heller Executive Vice President since September 59
1996 and a Director since February 1994.
President of International Payments Institute
from December 1994 to September 1996;
President and Chief Executive Officer of
Visa U.S.A., Inc. 1991-1993,
Executive Vice President of Visa
International 1989-1991.
Sue Simon Executive Vice President since December 1999; 43
Senior Vice President since January 1999;
Vice President 1997-1999. Joined the
Company in 1996. Partner of The Spectrum
Group from 1993-1996.
Kenneth M. Rapp Executive Vice President since October 1999; 53
Senior Vice President since August 1994,
and President and Chief Operating Officer
of DynaMark, Inc. (acquired by the
Company as of December 1992) since
it was founded in 1985.
Peter L. McCorkell Executive Vice President since December 1999; 53
Senior Vice President since August 1995;
Vice President, Secretary and General
Counsel since joining the Company in 1987.
- ---------------
The term of office for all officers is at the pleasure of the Board of Directors.
14
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
As of May 6, 1996, the Company's common stock began trading on the New York
Stock Exchange under the symbol: FIC. Prior to that date, it was traded
over-the-counter on the NASDAQ Stock Market under the symbol: FICI. At December
3, 1999, Fair, Isaac had 335 shareholders of record of its common stock. The
following table lists the high and low sales prices for the periods shown, as
reported by the New York Stock Exchange and the NASDAQ Stock Market.
Stock Prices High Low
- ----------------------------------------------------------
October 1 - December 31, 1997 46 30 1/4
January 1 - March 31, 1998 38 5/8 28 3/16
April 1 - June 30, 1998 40 9/16 31 1/2
July 1 - September 30, 1998 41 1/2 29 1/4
October 1 - December 31, 1998 46 1/2 28 9/16
January 1 - March 31, 1999 54 9/16 31 1/2
April 1 - June 30, 1999 37 1/16 32 1/2
July 1 - September 30, 1999 44 9/16 26 1/4
Dividends
On May 24, 1995, Fair, Isaac announced a 100 % stock dividend (equivalent
to a two-for-one stock split) and its intention to pay quarterly dividends of 2
cents per share or 8 cents per year subsequent to issuance of the stock
dividend. Quarterly dividends of that amount were paid throughout the 1997, 1998
and 1999 fiscal years. There are no current plans to change the cash dividend or
to issue any further stock dividend.
Recent Sales of Unregistered Securities
On July 21, 1997, the Company acquired all the outstanding stock of RMT, a
privately held California corporation, pursuant to a merger of a wholly owned
subsidiary of the Company and RMT in which RMT became a wholly owned subsidiary
of the Company (the "Merger"). The number of shares of the Company's common
stock and option equivalents issued by the Company in connection with the Merger
was 1,252,655.
At the time of the transaction, the issuance of the shares of the Company's
common stock and the options to purchase the Company common stock to the former
RMT security holders in the Merger was not registered under the Securities Act
of 1933, as amended (the "1933 Act"), because the transaction involved a
non-public offering exempt from registration under Section 4(2) of the 1933 Act
and Regulation D promulgated thereunder.
15
ITEM 6. Selected Financial Data
(dollars in thousands, except per share data)
Fiscal year ended September 30, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
Revenues $276,931 $245,545 $199,009 $155,913 $117,089
Income from operations 46,375 40,432 37,756 29,518 19,828
Income before income taxes 50,600 42,105 35,546 28,704 21,390
Net income 29,980 24,327 20,686 17,423 12,753
Earnings per share:
Diluted $2.09 $1.68 $1.46 $1.25 $.93
Basic $2.13 $1.77 $1.55 $1.32 $.99
Dividends per share * $ .08 $ .08 $ .08 $ .08 $ .055
At September 30, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
Working capital $ 55,885 $ 54,852 $ 47,727 $ 34,699 $ 23,448
Total assets 210,353 189,614 145,228 118,023 91,009
Long-term capital lease obligations 364 789 1,183 1,552 1,930
Stockholders' equity 156,499 133,451 103,189 79,654 56,176
* Because the change to quarterly dividends was initiated in September
1995, the rate of dividends paid in fiscal 1995 does not reflect the current
annual rate of 8 cents per share.
The financial data for the fiscal years ended September 30, 1995 through
1996 have been restated to reflect the merger, effective July 1997, between
Fair, Isaac and Company, Incorporated, and Risk Management Technologies, which
has been accounted for under the pooling-of-interests method.
16
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Fair, Isaac and Company, Incorporated, provides products and services
designed to help a variety of businesses use data to make faster, more
profitable decisions on their marketing, customers, operations and portfolios.
Widely recognized for its pioneering work in predictive technology, the Company
provides advanced decision-making solutions to the financial services, retail,
telecommunications, healthcare and other industries.
In fiscal 1999, the Company was organized into business units that
corresponded to its principal markets: consumer credit, insurance, direct
marketing (DynaMark), enterprise-wide financial risk management (RMT) and
healthcare. In October 1999 the Company formally adopted new organizational
structure and business models to focus on growth opportunities in the retail and
telecommunications markets and to implement its new strategic objective of
becoming an eBusiness company.
The Company's products include statistically derived, rule-based analytical
tools, software that automates strategy design and implementation, 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.
The Company's DynaMark subsidiary provided data processing and database
management services to businesses engaged in direct marketing activities, many
of which are in the financial services and insurance industries. Effective
October 1, 1999, DynaMark was merged into the Company as part of the Company's
positioning to implement its new strategies. The Company's Risk Management
Technologies subsidiary provides enterprise-wide risk management and performance
measurement solutions to major financial institutions.
This discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and Notes. In addition to historical
information, this report includes certain forward-looking statements regarding
events and trends that 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.
17
RESULTS OF OPERATIONS
Revenues
In fiscal 1999 the Company's revenues and earnings were generated primarily
from operations of its five business segments: Credit, DynaMark, RMT, Insurance
and Healthcare strategic business units. The table that follows summarizes the
results by segment for years 1997, 1998 and 1999. The following information
should be read in conjunction with Note 12 of Notes to the Consolidated
Financial Statements.
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," "scorecards" or "models"), credit application processing systems
(ASAP(TM), CreditDesk(R) and CreditCenter(TM)) 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, RMT and
the Healthcare unit employ a combination of fixed-fee and usage-based pricing
for their products.
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, RMT, Insurance and Healthcare business units; and (b) the percentage
change in revenues within each category from the prior fiscal year.
Percentage of Period-to-period
revenue percentage changes
---------------------- ------------------
Years ended 1998 1997
September 30, to to
1999 1998 1997 1999 1998
- ---------------------------------------------------------------------------------------------
Credit:
Fixed-price 23 25 29 3 9
Usage-priced 48 48 48 12 21
DynaMark 24 20 15 33 65
RMT 1 1 3 4 (57) (26)
Insurance 3 4 3 3 58
Healthcare 1 <1 1 157 (4)
---- ---- ----
Total Revenues 100 100 100 13 23
==== ==== ====
Fixed-price revenues in the Credit business unit include all revenues from
custom models, software and consulting projects. Revenues from credit
application scoring products decreased by 12% in fiscal 1998 compared with
fiscal 1997, and increased by 19% in fiscal 1999 compared with fiscal 1998. The
decrease in revenues in fiscal 1998 reflected the impact of bank consolidations
and external market forces relating to Year 2000. The increase in fiscal 1999
was due primarily to the Company's sales of new products and increased sales of
small business loan scoring products.
ASAP revenues increased by 14% in fiscal 1998 compared with fiscal 1997
primarily due to increased sales of PC-based ASAP products (CreditDesk) and
sales of the StrategyWare(R) decision engine systems. During the quarter ended
September 30, 1999, the Company elected to adopt AICPA statement of Position No.
98-9 (SOP 98-9) though adoption by the Company was not required for periods
prior to October 1, 1999. ASAP revenues decreased by 22% in fiscal 1999 compared
with fiscal 1998, due primarily to the impact of the adoption of SOP 98-9. If
SOP 98-9 had not been adopted, ASAP revenues would have decreased by 2% in
fiscal 1999. As a result of the early adoption of SOP 98-9, software revenues of
approximately $4.7 million were deferred in fiscal 1999. Had the Company
implemented SOP 98-9 as of October 1, 1998, there would have been approximately
$7.4 million less in ASAP revenue for the year ended September 30, 1999, which
would have been deferred to future periods.
Revenues from sales of credit account management systems (TRIAD) sold to
end-users increased by 18% from fiscal l997 to fiscal l998 and by 12% from
fiscal 1998 to fiscal 1999. The increase in fiscal 1998 and fiscal 1999 was due
primarily to continuing sales of the then current version of TRIAD (TRIAD 5.0)
which was released in November l997. The Company's high degree of success in
penetrating the U.S. bankcard industry with these
18
products has limited, and may continue to limit, the revenue growth in that
market. However, the Company has added functionality for the existing base of
TRIAD users and is actively marketing TRIAD for other types of credit products
and in overseas markets.
The Company provides credit risk management consulting services primarily
through its subsidiary, Credit & Risk Management Associates, Inc. (CRMA), the
results of which are included in the Credit business unit. CRMA's revenues
increased by 62% in fiscal l998 compared with fiscal 1997 and by 45% in fiscal
l999 compared with fiscal 1998. The revenues of CRMA comprised approximately 3%
of the Company's revenues in fiscal 1998 and 4% in fiscal 1999. On October 1,
1999, CRMA was merged into the Company to implement the Company's new business
strategies.
Usage revenues are generated primarily by credit scoring services
distributed through major credit bureaus and credit account management services
distributed through third-party bankcard processors. In addition, some credit
scorecards and software products are licensed under volume-based fee
arrangements, and these are included in credit usage-priced revenues. Revenues
from credit bureau-related services increased 22% in fiscal 1998 compared with
fiscal 1997 and 14% in fiscal 1999 compared with fiscal 1998, and accounted for
approximately 35% and 36% of revenues in fiscal 1998 and 1999, respectively.
Revenues from services provided through bankcard processors also increased in
each of these years, primarily due 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 in 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 8% to 10% of the
Company's total revenues in fiscal 1997, approximately 7% to 10% in fiscal 1998
and approximately 8% to 10% in fiscal 1999.
On September 30, 1997, amendments to the federal Fair Credit Reporting Act
became effective. The Company believes these changes to the federal law
regulating credit reporting have been 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
enacted or proposed state regulation of the insurance industry has had a
negative impact on its efforts to sell insurance risk scores through credit
reporting agencies.
The Financial Services Modernization Act of 1999 was enacted and signed
into law on November 12, 1999. The statute contains several privacy provisions.
The legislation also allows banks, securities firms, and insurance companies to
affiliate and enter new business activities. The Company believes that this
legislation will not have a material impact on its operations or revenues.
Revenues from the Company's DynaMark business unit increased from $29.8
million in fiscal 1997 to $49.1 million in fiscal 1998 and to $65.3 million in
fiscal 1999. These increases in DynaMark's revenues (which exclude intercompany
revenues) were due primarily to increased revenues from customers in the
financial services industry. Since its acquisition, DynaMark has taken on an
increasing share of the mainframe batch processing requirements of the Company's
other business units. Such intercompany revenue represented approximately 14% of
DynaMark's total revenues in fiscal 1997, approximately 8% of DynaMark's total
revenues in fiscal 1998, and approximately 4% of DynaMark's total revenues in
fiscal 1999.
RMT's revenues for fiscal l998 decreased by 26% compared with fiscal l997,
and in fiscal 1999 decreased by 57% compared with fiscal 1998, due primarily to
the impact of bank consolidations and delay in releases of new products.
Increases in insurance revenues for fiscal l997 and 1998, compared with the
respective prior year, were due to strong growth in both insurance products sold
to end-users and in the insurance scoring services offered through consumer
reporting agencies. In fiscal 1999, increases in insurance revenues compared
with fiscal 1998 were due to growth in insurance scoring services. The Company
recorded its first revenues from its Healthcare business unit in fiscal 1997. In
the quarter ended December 31, 1998, the Company signed its first
revenue-generating contract for its receivables management system for hospitals
and healthcare providers (introduced in December 1997) and derived revenues from
this new product in fiscal 1999. In October 1999 the Company announced its
intent to exit the
19
healthcare receivables management business to devote more resources to other
opportunities. The Company is currently exploring its exit options and cannot
now forecast the impact of its decision to exit this business. It is possible
that the exit from this business may have an adverse effect on revenues, gross
profit and results of operations in the period during which the exit is
completed.
The Company's revenues derived from clients outside the United States
increased from $33.9 million in fiscal l997 to $42.9 million in fiscal 1998 and
decreased to $41.5 million in fiscal 1999. RMT contributed $4.6 million, $3.7
million and $1.2 million to the Company's non-U.S. revenues for fiscal years
1997, l998 and l999, respectively. DynaMark has not had significant non-U.S.
revenues. Sales of software products, including TRIAD and CreditDesk, increased
usage of credit bureau scores in Canada, and an increase in the number of
accounts using the Company's account management services at credit card
processors in Europe and Latin America accounted for most of the increase in
international revenues in fiscal 1997 and 1998. The decreases in international
revenues in fiscal 1999 were principally the result of a decline in revenues
from sales by RMT in the Asian market. Gains or losses due to fluctuations in
currency exchange rates have not been significant to date but may become more
important if, as expected, the proportion of the Company's revenues denominated
in foreign currencies increases in the future.
Revenues from software maintenance and consulting services each accounted
for less than 10% of revenues in each of the three years in the period ended
September 30, 1999, and the Company does not expect revenues from either of
these sources to exceed 10% 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
most of its revenue growth 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 to (a) develop new, high-value products, (b) increase its
penetration of established or emerging credit markets outside the U.S. and
Canada and (c) 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, healthcare
information management, retail, telecommunications and eBusiness. During fiscal
1998, the Company's backlog of orders for fixed-priced products declined
slightly, and in fiscal 1999 this backlog declined an additional $7.3 million.
This indicates that revenue growth in fiscal 2000 and later years may depend to
a large extent on sales of newly developed products.
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. Management believes this constraint 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 that it believes have exceptional long-term
potential. This is the basis for the Company's new strategic focus of becoming
an eBusiness company and implementing new growth initiatives targeted at the
retail and telecommunications markets. A similar longer-range strategic
initiative occurred during 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.
20
Expenses
The following table sets forth for the fiscal periods indicated (a) the
percentage of total revenues represented by certain line items in the Company's
Consolidated Statements of Income and Comprehensive Income and (b) the
percentage change in the amount of each such line item from the prior fiscal
year.
Percentage of Period-to-period
revenue percentage changes
------------------------ -------------------
Years ended 1998 1997
September 30, to to
1999 1998 1997 1999 1998
- ---------------------------------------------------------------------------------------------
Total revenues 100 100 100 13 23
----- ----- -----
Costs and expenses:
Cost of revenues 38 35 36 24 17
Sales and marketing 15 15 15 14 28
Research and development 11 12 9 2 66
General and administrative 18 21 20 (2) 28
Amortization of intangibles 1 1 1 30 9
----- ----- -----
Total costs and expenses 83 84 81 12 27
----- ----- -----
Income from operations 17 16 19 15 7
Other income (expense) 1 1 (1) 153 NM*
----- ----- -----
Income before income taxes 18 17 18 20 18
Provision for income taxes 7 7 8 16 20
----- ----- -----
Net income 11 10 10 23 18
===== ===== =====
*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.
Cost of revenues, as a percentage of revenues, declined slightly in the
period from fiscal l997 to fiscal 1998 and increased in the period from fiscal
l998 to fiscal 1999. The decrease in fiscal 1998 was due primarily to the
reassignment to research and development activities of certain personnel whose
primary assignment had been production and delivery. In fiscal 1999 the increase
was primarily due to the increasing percentage of revenues coming from
DynaMark's products and services which generally have a lower gross margin than
the Company's other products and services on average.
Sales and marketing
Sales and marketing expenses consist principally of personnel, travel,
overhead, advertising and other promotional expenses. As a percentage of
revenues, sales and marketing expenses have remained essentially unchanged since
fiscal 1997.
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, profitability and management control. Research and development, as
a percentage of revenues, increased sharply from fiscal l997 to fiscal 1998 and
declined slightly from fiscal 1998 to fiscal 1999.
In fiscal 1998 and 1999, the Company continued to emphasize development of
new technologies and new products. Research and development expenditures in
fiscal 1998 were primarily related to new bankruptcy scoring products for Visa
(Integrated Solutions Concepts) and Trans Union, new fraud-detection software
products, joint product development projects with Deluxe Financial Services,
Inc., healthcare receivables management and Year 2000 compliance work. Research
and development expenditures in fiscal 1999 were primarily related to new
fraud-detection software products, a new release of TRIAD software, Year 2000
readiness work, development of a new automated strategic application processing
system for high-end users, next generation credit bureau risk scores and
healthcare receivables management. In the last quarter of fiscal 1999, the
Company began work on a number of
21
projects for clients in the eBusiness and telecommunications industries. The
decrease in research and development expenses, as a percentage of revenues, in
fiscal 1999 was due to a reduction in costs of Year 2000 compliance work and
work related to the Deluxe development, and the replacement of relatively
expensive consultants with regular employees. The Company expects that research
and development expenses will increase in future periods for development of new
products targeted for the telecommunications and retail markets and to implement
its strategic focus on becoming an eBusiness company.
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, general and administrative expenses were essentially
unchanged for fiscal l997 and l998 and declined in fiscal 1999, due primarily to
emphasis on cost reduction measures resulting in slower personnel growth and to
reassignment of personnel and related costs.
Amortization of intangibles
The Company is amortizing the intangible assets arising from various
acquisitions over periods ranging from four to fifteen years. During the quarter
ended June 30, 1999, the Company made the final additional contingent payment to
the former shareholders of CRMA, which was acquired in 1996. The amount of the
payment was approximately $2.1 million, resulting in increased amortization
expenses in fiscal 1999 and in future periods. See "Capital Resources and
Liquidity."
Other income (expense)
The table in Note 13 to the Consolidated Financial Statements presents the
detail of other income and expenses. Interest income is derived from the
investment of funds surplus to the Company's immediate operating requirements.
At September 30, 1999, the Company had approximately $60.1 million invested in
U.S. treasury securities and other interest-bearing instruments. Interest income
increased in both fiscal 1998 and 1999 due to higher average cash balances in
interest-bearing accounts and instruments.
The Company's share of operating losses in certain early-stage development
companies that are accounted for using the equity method is charged to other
expense. In the fiscal year ended September 30, 1998, the Company liquidated its
share of a non-marketable security, which had been written off in fiscal 1997 as
a loss in the amount of $2 million. This liquidation resulted in a gain of
$165,000. The Company has no further financial commitments in connection with
this investment. Note 4 to the Consolidated Financial Statements describes the
Company's investment in such non-marketable securities. In fiscal 1998, the
difference between the increase in operating income (7%) and the increase in net
income (18%) was primarily due to the interest income derived from investments
in U.S. treasury securities and other interest-bearing instruments, and the
absence of losses from investments in start-ups.
In fiscal 1999, the Company realized a one-time gain in the amount of
$720,000 due to curtailment of the Company's pension plan, as described in Note
8 to the Consolidated Financial Statements. The Company also realized a gain of
$483,000 from the sale of marketable securities.
Provision for income taxes
The Company's effective tax rate was 41.8%, 42.2% and 40.8% in fiscal l997,
1998 and l999, respectively. The decrease to 40.8% in fiscal 1999 was due
primarily to a decrease in the Company's effective state tax rate for fiscal
1999.
22
Capital Resources and Liquidity
Working capital increased from $47,727,000 at September 30, l997, to
$54,852,000 at September 30, 1998 and to $55,885,000 at September 30, 1999. The
increase in fiscal 1998 was due primarily to increases in short-term
investments, unbilled work in progress and accounts receivable, which more than
offset the increase in accounts payable and other accrued liabilities and
accrued compensation and employee benefits.
The increase in fiscal 1999 was due primarily to increases in cash, cash
equivalents, unbilled work in progress and decreases in other accrued
liabilities, which more than offset the decreases in short-term investments, and
accounts receivable and increases in accrued compensation and employee benefits.
The Company's exposure to collection risks is comprised of the sum of
accounts receivable plus unbilled work in progress, less billings in excess of
earned revenues. Changes in contract terms and product mix, along with
variations in timing, may cause fluctuations in any or all of these items.
During fiscal 1998, the increase in accounts receivable was proportionally much
less than the increase in revenues due to improved collection efforts by the
Company, and the increases in unbilled work in progress and billings in excess
of earned revenues were proportional to the increase in revenues. During fiscal
1999, accounts receivable decreased compared with fiscal 1998 due to improved
collection efforts. The increases in billings in excess of earned revenues were
proportional to the increase in revenues. The increase in unbilled work in
progress was due primarily to the timing of credit bureau revenues.
The Company capitalized $263,000 as goodwill relating to amounts due to the
former stockholders of CRMA under the CRMA purchase agreement, based upon its
financial results in fiscal 1998. A final additional payment made in June 1999
to the former stockholders of CRMA in the approximate amount of $2.1 million was
capitalized in the third quarter of fiscal 1999. See Note 2 of Notes to the
Consolidated Financial Statements.
In fiscal 1998, cash provided by operations resulted primarily from net
income before depreciation and amortization, and increases in accounts payable
and other accrued liabilities and accrued compensation and employee benefits,
partially offset by the increases in accounts receivable, other assets and
unbilled work in progress. Cash was used in investing activities primarily for
additions to property and equipment, and purchases of marketable securities,
partially offset by the maturities of marketable securities. Cash was provided
by financing activities primarily from the exercise of stock options, partially
offset by cash used for the payment of dividends and the reduction of capital
lease obligations.
In fiscal 1999, cash provided by operations resulted primarily from net
income before depreciation and amortization, decreases in accounts receivable
and increases in accrued compensation and employee benefits, partially offset by
the increases in unbilled work in progress and prepaid expenses and other assets
and decreases in other accrued liabilities and accounts payable. Cash was used
in investing activities primarily for additions to property and equipment and
purchases of marketable securities, partially offset by proceeds from the sale
of marketable securities and maturities of marketable securities. Cash was
provided by financing activities primarily from the exercise of stock options,
which was more than offset by cash used for the repurchases of Company stock,
payment of dividends and the reduction of capital lease obligations.
Future cash flows will continue to be affected by operating results,
contractual billing terms and collections, investment decisions and dividend
payments, if any. At September 30, 1999, the Company had no significant capital
commitments other than those obligations described in Notes 5 and 11 of the
Consolidated Financial Statements.
In May 1998, the Company entered into a synthetic lease arrangement to
construct an office complex intended to accommodate future growth, which will
materially increase the Company's future operating lease expenses. Rental
payments will commence upon completion of construction, which is expected to
occur in fiscal 2001. With this external financing, the Company believes that
the cash and marketable securities on hand, along with cash expected to be
generated by operations, will be adequate to meet its capital and liquidity
needs for both the current year and the foreseeable future.
23
In March 1999, the Company initiated a stock repurchase program under which
the Company was authorized to purchase up to one million shares of its common
stock, to be funded by cash on hand. Through September 30, 1999, the Company had
repurchased 360,004 shares at a cost of approximately $12.2 million.
Year 2000 Readiness
The Company has completed its Year 2000 remediation work and readiness
testing on its software products marketed to customers. New products and updated
versions of its software products currently being shipped to customers are Year
2000 compliant. Year 2000 remediation work, including readiness testing, for
most earlier versions of the Company's software installed at customer sites is
performed as part of the Company's normal upgrade and maintenance process. Prior
to the end of calendar 1999, the Company will discontinue support for some
software products that have been replaced by other products, and Year 2000
upgrades for these products will not be available. Revenues from such products
are not significant. There can be no assurances that the Company's current
products do not contain undetected errors or defects associated with Year 2000
date functions which may result in material costs to the Company.
In addition, the Company believes that Year 2000 issues have caused
customers to slow down computer software purchases as they devote more time to
preparing and testing their systems for Year 2000 readiness. Purchasing patterns
of customers are expected to be impacted by Year 2000 issues through January 1,
2000, and beyond. The Company is also aware of a growing number of lawsuits
against other software vendors arising out of Year 2000 readiness issues.
Because of the unprecedented nature of such litigation, it is uncertain to what
extent the Company may be affected by it. Based on its ongoing assessment of the
impact of Year 2000 issues, the Company currently does not expect significant
disruption of its revenues or operations from the Year 2000 issues associated
with its products. This assessment process is continuing and the Company has
developed contingency plans to address Year 2000 issues. As part of the
implementation of its contingency plans the Company has put in place processes
to address expected increases in requests by customers for greater customer
support in late 1999 and early 2000 and has notified customers of this customer
support availability.
The Company has determined that all of its business-critical internal
information technology ("IT") systems have been thoroughly tested and are Year
2000 ready. For all IT applications supplied to the Company by third parties,
appropriate available "patches" have been applied and the Company believes the
applications are Year 2000 ready. For both IT and non-IT systems, readiness
testing is ongoing and will continue through December 1999, with priority given
to business-critical non-IT systems and applications. The most reasonably likely
worst-case scenarios would include: (a) corruption of data contained in the
Company's internal information systems, and (b) hardware/operating system
failure. The Company has completed its contingency plans for business-critical
IT and non-IT internal systems as an extension of its existing disaster recovery
plan.
Through September 30, 1999, costs expended for Year 2000 remediation
(including readiness testing) of products and internal systems and contingency
planning are approximately $4.8 million, and the Company currently does not
expect such aggregate costs to exceed $5 million. These costs principally
consist of both internal staff costs and expenses for external consultants,
software and hardware, which have been or will be expensed by the Company during
the period they are incurred. Expected costs for the Year 2000 remediation work
(including readiness testing) and projected completion dates are based on
management's estimates and assumptions and actual results may vary materially
from those anticipated.
The Company is working directly with parties on which it is dependent for
essential services and for the distribution of its significant services to
address any remaining Year 2000 issues, including in some cases, jointly
developing contingency plans. Information received to date indicates that these
parties are in the process of implementing and/or testing remediation strategies
to ensure Year 2000 readiness of systems, services and/or products. However, the
lack of resolution of Year 2000 issues by these parties--especially the credit
bureaus and credit card processors through which the Company distributes credit
scoring and account management services--could have a material adverse impact on
the Company's future business operations, financial condition and results of
operations.
The Company anticipates that the most reasonably likely worst-case
scenarios involving third-party Year 2000 issues would include: (a) failure of
infrastructure services provided by government agencies and third parties (e.g.,
transportation, electricity, telephone, Internet services, etc.) and (b) failure
of one or more of the credit bureaus or credit card processors through which the
Company distributes its credit scoring and account management services to
achieve timely and successful Year 2000 readiness. Contingency plans to address
these most reasonably likely worst-
24
case scenarios have been completed. At this time the Company cannot quantify the
potential impact of third-party Year 2000 issues.
The Company believes it is taking reasonable steps consistent with standard
industry practices to prevent major interruptions in business due to Year 2000
issues. Its Year 2000 program is monitored by the Audit Committee of the Board
of Directors.
The foregoing information and statements regarding the Company's Year 2000
capabilities and readiness are "Year 2000 Information and Readiness Disclosures"
in conformance with the Year 2000 Information and Readiness Disclosure Act of
1998 enacted on October 19, 1998.
European Economic and Monetary Union (EMU)
Under the European Union's plan for Economic and Monetary Union (EMU), the
euro becomes the sole accounting currency of EMU countries on January 1, 2002.
Its initial phase went into effect on January 1, 1999, in 11 participating
countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy,
Luxembourg, the Netherlands, Portugal and Spain. In this initial phase the EMU
mandated that key financial systems be able to triangulate conversion rates so
that any amount booked will be logged and processed simultaneously in both the
local currency and euros. The Company believes that its computer systems and
programs are euro-compliant. Costs associated with compliance were not material
and were expensed by the Company as they were incurred. The Company also
believes the conversion to the euro will not have a material impact on the
Company's consolidated financial results.
Quarterly Results
The table in Note 16 to the Consolidated Financial Statements presents
unaudited quarterly operating results for the last eight fiscal quarters.
Management believes that all the necessary adjustments have been included in the
amounts stated to present fairly the selected quarterly information, when read
in conjunction with the financial statements included elsewhere in this report.
This information includes all normal recurring adjustments that the Company
considers necessary for a fair presentation thereof, in accordance with
generally accepted accounting principles.
Quarterly results may be affected by fluctuations in revenue associated
with credit card solicitations, by the timing of orders for and deliveries of
certain software 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.
During the quarter ended September 30, 1999, the Company elected to adopt
AICPA statement of Position No. 98-9 (SOP 98-9) though adoption by the Company
was not required for periods prior to October 1, 1999. As a result of the early
adoption of SOP 98-9, software revenues of approximately $4.7 million were
deferred in fiscal 1999. The one-time gain due to curtailment of the Company's
pension plan, described under "Other income (expense)," was recognized in the
fourth quarter of fiscal 1999.
Management believes that neither the quarterly variations in net 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.
25
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Disclosures. The following discussion about the Company's
market risk disclosures involves forward-looking statements. Actual results
could differ materially from those projected in the forward-looking statements.
The Company is exposed to market risk related to changes in interest rates,
foreign currency exchange rates and equity security price risk. The Company does
not use derivative financial instruments for speculative or trading purposes.
Interest Rate Sensitivity. The Company maintains an investment portfolio
consisting mainly of income securities with an average maturity of less than
five years. These available-for-sale securities are subject to interest rate
risk and will fall in value if market interest rates increase. The Company has
the ability to hold its fixed income investments until maturity, and therefore
the Company would not expect its operating results or cash flows to be affected
to any significant degree by the effect of a sudden change in market interest
rates on its securities portfolio. The Company believes foreign currency and
equity risk is not material.
The following table presents the principal amounts and related weighted-average
yields for the Company's fixed rate investment portfolio:
Carrying Average
Amounts Yield
Cash and cash equivalents:
Commercial paper $ 2,377,500 5.4%
U.S. government obligations 9,565,597 5.3%
Money market funds 3,189,523 4.5%
-----------
15,132,620 5.2%
-----------
Short-term investments:
U.S. government obligations
5,216,158 5.1%
Long-term investments:
U.S. government obligations 38,774,721 5.4%
-----------
Total $59,123,499
===========
26
ITEM 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Fair, Isaac and Company, Incorporated:
We have audited the accompanying consolidated balance sheets of Fair, Isaac
and Company, Incorporated, and subsidiaries as of September 30, 1999 and 1998,
and the related consolidated statements of income and comprehensive income,
stockholders' equity and cash flows for each of the years in the three-year
period ended September 30, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Fair, Isaac
and Company, Incorporated, and subsidiaries as of September 30, 1999 and 1998,
and the results of their operations and their cash flows for each of the years
in the three-year period ended September 30, 1999, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of revenue recognition for certain products in 1999.
/s/ KPMG LLP
San Francisco, California
October 26, 1999
27
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
Years ended September 30, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
Revenues $ 276,931 $ 245,545 $ 199,009
Costs and expenses:
Cost of revenues 105,454 84,980 72,566
Sales and marketing 42,549 37,470 29,162
Research and development 29,720 29,136 17,572
General and administrative 51,020 52,132 40,679
Amortization of intangibles 1,813 1,395 1,274
------------ ------------ ------------
Total costs and expenses 230,556 205,113 161,253
------------ ------------ ------------
Income from operations 46,375 40,432 37,756
Other income (expense), net 4,225 1,673 (2,210)
------------ ------------ ------------
Income before income taxes 50,600 42,105 35,546
Provision for income taxes 20,620 17,778 14,860
------------ ------------ ------------
Net income $ 29,980 $ 24,327 $ 20,686
============ ============ ============
Net income $ 29,980 $ 24,327 $ 20,686
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investments:
Unrealized holding gains (losses)
arising during period (293) 383 220
Less: reclassification adjustment (281) -- --
------------ ------------ ------------
Net unrealized gains (losses) (574) 383 220
Foreign currency translation adjustments (127) 138 (163)
------------ ------------ ------------
Other comprehensive income (loss) (701) 521 57
------------ ------------ ------------
Comprehensive income $ 29,279 $ 24,848 $ 20,743
============ ============ ============
Earnings per share:
Diluted $ 2.09 $ 1.68 $ 1.46
============ ============ ============
Basic $ 2.13 $ 1.77 $ 1.55
============ ============ ============
Shares used in computing earnings per share:
Diluted 14,364,000 14,463,000 14,202,000
============ ============ ============
Basic 14,073,000 13,763,000 13,386,000
============ ============ ============
See accompanying notes to the consolidated financial statements.
28
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
September 30, 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 20,715 $ 14,242
Short-term investments 5,216 18,283
Accounts receivable, net of allowance (1999: $1,274; 1998: $1,163) 36,007 39,028
Unbilled work in progress 26,859 22,004
Prepaid expenses and other current assets 6,509 4,040
Deferred income taxes 6,021 5,016
--------- ---------
Total current assets 101,327 102,613
Investments 43,934 24,368
Property and equipment, net 39,353 36,893
Intangibles, net 10,730 10,458
Deferred income taxes 5,932 6,398
Other assets 9,077 8,884
--------- ---------
$ 210,353 $ 189,614
========= =========
Liabilities and stockholders' equity Current liabilities:
Accounts payable $ 3,340 $ 3,481
Accrued compensation and employee benefits 23,436 22,065
Other accrued liabilities 9,339 13,937
Billings in excess of earned revenues 8,898 7,862
Capital lease obligations 429 416
--------- ---------
Total current liabilities 45,442 47,761
Long-term liabilities:
Accrued compensation and employee benefits 6,104 6,044
Other liabilities 1,944 1,569
Capital lease obligations 364 789
--------- ---------
8,412 8,402
--------- ---------
Total liabilities 53,854 56,163
--------- ---------
Stockholders' equity:
Preferred stock ($0.01 par value; 1,000,000 authorized;
none issued or outstanding) -- --
Common stock ($0.01 par value; 35,000,000 shares authorized; 14,313,616 and
13,992,126 shares issued, and 13,980,425 and 13,982,339 outstanding at
September 30, 1999 and 1998, respectively) 143 140
Paid in capital in excess of par value 38,287 32,454
Retained earnings 129,530 100,678
Less treasury stock (11,290) (351)
Accumulated other comprehensive income (loss) (171) 530
--------- ---------
Total stockholders' equity 156,499 133,451
--------- ---------
$ 210,353 $ 189,614
========= =========
See accompanying notes to the consolidated financial statements.
29
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended September 30, 1997, 1998 and 1999 (in thousands)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulated
Common stock Paid in other
---------------------- capital in comprehensive Total
Par excess of Retained Treasury income stockholders'
Shares value par value earnings stock (loss) equity
--------- --------- --------- --------- -------- --------- ---------
Balances at September 30, 1996 13,270 $ 133 $ 21,628 $ 58,009 $ (68) $ (48) $ 79,654
Issuance of common stock 47 -- 1,044 -- -- -- 1,044
Vesting of restricted stock -- -- 289 -- -- -- 289
Exercise of stock options 141 2 1,018 -- -- -- 1,020
Tax benefit of exercised
stock options -- -- 1,474 -- -- -- 1,474
Contribution/sale to ESOP 41 -- 504 -- 105 -- 609
Deferred compensation -- -- 68 -- -- -- 68
Repurchase of company stock (37) -- -- -- (470) -- (470)
Net income -- -- -- 20,686 -- -- 20,686
Dividends declared -- -- -- (1,028) -- -- (1,028)
Charge to reflect change in RMT's
fiscal year -- -- -- (214) -- -- (214)
Unrealized gains on investments -- -- -- -- -- 220 220
Cumulative translation adjustments -- -- -- -- -- (163) (163)
--------- --------- --------- --------- --------- --------- ---------
Balances at September 30, 1997 13,462 135 26,025 77,453 (433) 9 103,189
Issuance of common stock 33 -- 1,468 -- -- -- 1,468
Vesting of restricted stock -- -- 185 -- -- -- 185
Exercise of stock options 487 5 2,726 -- -- -- 2,731
Tax benefit of exercised
stock options -- -- 1,660 -- -- -- 1,660
Deferred compensation -- -- 472 -- -- -- 472
Repurchase of company stock (3) -- (82) -- (28) -- (110)
Issuance of treasury stock 3 -- -- -- 110 -- 110
Net income -- -- -- 24,327 -- -- 24,327
Dividends declared -- -- -- (1,102) -- -- (1,102)
Unrealized gains on investments -- -- -- -- -- 383 383
Cumulative translation adjustments -- -- -- -- -- 138 138
--------- --------- --------- --------- --------- --------- ---------
Balances at September 30, 1998 13,982 140 32,454 100,678 (351) 530 133,451
Issuance of common stock 44 -- 1,455 -- -- -- 1,455
Vesting of restricted stock -- -- 17 -- -- -- 17
Exercise of stock options 277 3 3,203 -- -- -- 3,206
Tax benefit of exercised
stock options -- -- 1,285 -- -- -- 1,285
Deferred compensation -- -- 255 -- -- -- 255
Repurchase of company stock (361) -- -- -- (12,232) -- (12,232)
Issuance of treasury stock 38 -- (382) -- 1,293 -- 911
Net income -- -- -- 29,980 -- -- 29,980
Dividends declared -- -- -- (1,128) -- -- (1,128)
Unrealized losses on investments -- -- -- -- -- (574) (574)
Cumulative translation adjustments -- -- -- -- -- (127) (127)
--------- --------- --------- --------- --------- --------- ---------
Balances at September 30, 1999 13,980 $ 143 $ 38,287 $ 129,530 $ (11,290) $ (171) $ 156,499
========= ========= ========= ========= ========= ========= =========
See accompanying notes to the consolidated financial statements.
30
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Years ended September 30, 1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net income $ 29,980 $ 24,327 $ 20,686
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 17,431 14,948 11,753
Deferred compensation 255 472 68
Gain on sale of investments (483) -- --
Deferred income taxes (134) (3,809) (2,824)
Loss in equity investment -- -- 2,082
Investment write-off -- -- 773
Charge to reflect change in RMT's fiscal year -- -- (214)
Other 223 -- --
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 3,024 (2,743) (8,104)
(Increase) in unbilled work in progress (4,855) (3,828) (7,611)
Decrease (increase) in prepaid expenses and other assets (2,213) 473 2,945
Decrease (increase) in other assets (194) (4,963) 515
Increase (decrease) in accounts payable (1,598) 1,070 (419)
Increase in accrued compensation and employee benefits 3,140 4,497 4,578
Increase (decrease) in other accrued liabilities (1,862) 9,156 748
Increase in billings in excess of earned revenues 1,036 1,516 1,406
Increase (decrease) in other liabilities (1,266) 152 (323)
-------- -------- --------
Net cash provided by operating activities 42,484 41,268 26,059
-------- -------- --------
Cash flows from investing activities
Purchases of property and equipment (16,799) (15,669) (21,313)
Payments for acquisition of subsidiaries (1,454) (3,347) (78)
Purchases of investments (80,319) (33,491) (9,658)
Proceeds from sale of investments 46,647 -- --
Proceeds from maturities of investments 26,437 11,030 7,568
-------- -------- --------
Net cash used in investing activities (25,488) (41,477) (23,481)
-------- -------- --------
Cash flows from financing activities
Principal payments of capital lease obligations (413) (387) (378)
Proceeds from the exercise of stock options and issuance of treasury stock 3,250 2,841 1,020
Dividends paid (1,128) (1,102) (1,028)
Repurchase of company stock (12,232) (110) (470)
-------- -------- --------
Net cash provided by (used in) financing activities (10,523) 1,242 (856)
-------- -------- --------
Increase in cash and cash equivalents 6,473 1,033 1,722
Cash and cash equivalents, beginning of year 14,242 13,209 11,487
-------- -------- --------
Cash and cash equivalents, end of year $ 20,715 $ 14,242 $ 13,209
======== ======== ========
See accompanying notes to the consolidated financial statements.
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business and Summary of Significant Accounting Policies
Nature of business
Fair, Isaac and Company, Incorporated (the "Company"), is incorporated
under the laws of the State of Delaware. The Company offers a variety of
technological tools to enable users to make better decisions through data
analysis. The Company is a world leader in developing predictive and risk
assessment models for the financial services industry, including credit and
insurance scoring algorithms. The Company also offers direct marketing and
database management services, and enterprise-wide risk management and
performance measurement solutions to major financial institutions through its
wholly owned subsidiaries, DynaMark, Inc. (DynaMark) and Risk Management
Technologies (RMT), respectively. Effective October 1, 1999, DynaMark merged
into the Company, so it no longer exists as a separate entity.
Basis of consolidation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated from the consolidated financial statements.
Use of estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
Cash and cash equivalents
Cash and cash equivalents consist of cash in banks and investments with an
original maturity of 90 days or less at time of purchase.
Fair value of financial instruments
The fair values of cash and cash equivalents, accounts receivable and
accounts payable are approximately equal to their carrying amounts because of
the short-term maturity of these instruments. The fair values of the Company's
investments are disclosed in Note 4. The carrying amount of capital lease
obligations approximates fair value at September 30, 1999.
Investments
Investments in U.S. government obligations and marketable equity securities
are classified as "available-for-sale" and are carried at market value. Other
investments are carried at the lower of cost or net realizable method.
Investments classified with remaining maturities over one year are classified as
long-term investments due to the Company's current intent.
Credit and market risk
The Company invests a portion of its excess cash in U.S. government
obligations and has established guidelines relative to diversification and
maturities that maintain safety and liquidity. In addition, an allowance for
doubtful accounts is maintained at a level which management believes is
sufficient to cover potential credit losses for accounts receivable. Actual
losses have been within management's expectations.
32
Depreciation and amortization
Depreciation and amortization on property and equipment including leasehold
improvements and capitalized leases are provided using the straight-line method
over estimated useful lives ranging from three to seven years or the term of the
respective leases
Intangibles
The intangible assets consisting of goodwill and non-compete agreements
arose principally from business acquisitions and are amortized on a
straight-line basis over the period of expected benefit, which ranges from 4 to
15 years. The Company assesses the recoverability of goodwill by evaluating the
undiscounted projected results of operations over the remaining amortization
period.
Revenue recognition
Revenues from contracts for the development of custom scoring systems and
software are recognized using the percentage-of-completion method of accounting
based upon milestones that are defined using management's estimates of costs
incurred at various stages of the project as compared to total estimated project
costs. Revenues determined by the percentage-of-completion method in excess of
contract billings are recorded as unbilled work in progress. Such amounts are
generally billable upon reaching certain performance milestones that are defined
by the individual contracts. Deposits billed and received in advance of
performance under contracts are recorded as billings in excess of earned
revenues.
Revenues from usage-priced products and services are recognized on receipt
of usage reports from the third parties through which such products and services
are delivered. Amounts due under such arrangements are recorded as unbilled work
in progress until collected. Revenues from non-customized software licenses and
shrink-wrapped products are recognized ratably over the contract period.
Revenues from products and services sold on time-based pricing, including
maintenance of computer and software systems, are recognized ratably over the
contract period.
During the first quarter of fiscal year 1999, the Company adopted Statement
of Position No. 97-2 (SOP 97-2), "Software Revenue Recognition," as amended by
Statement of Position No. 98-4 "Deferral of the Effective Date of a Provision of
SOP 97-2, Software Revenue Recognition." SOP 97-2 provides guidance for software
revenue recognition. The adoption of SOP 97-2 did not have a significant impact
on the Company's financial position or results of operations.
In December 1998, the AICPA issued Statement of Position No. 98-9 (SOP
98-9), "Modifications of SOP 97-2, Software Revenue Recognition, with Respect to
Certain Transactions." SOP 98-9 requires recognition of revenue using the
"residual method" in a multiple-element software arrangement when fair value
does not exist for one or more of the delivered elements in the arrangement.
Under the "residual method," the total fair value of the undelivered elements is
deferred and recognized in accordance with SOP 97-2. SOP 98-9 also extends the
deferral of the application of SOP 97-2 to certain other multiple-element
software arrangements to the Company's fiscal year ending September 30, 2000.
The Company elected to implement SOP 98-9 in its fourth quarter effective July
1, 1999. Implementation of SOP 98-9 resulted in the Company deferring $4.7
million in revenue from the fourth quarter of 1999 into fiscal year 2000.
Software costs
The Company follows one of two paths to develop software. One involves a
detailed program design, which is used when introducing new technology; the
other involves the creation of a working model for modification to existing
technologies which has been supported by adequate testing. All costs incurred
prior to the resolution of unproven functionality and features, including new
technologies, are expensed as research and development. After the uncertainties
have been tested and the development issues have been resolved, technological
feasibility is achieved and subsequent costs such as coding, debugging and
testing are capitalized.
When developing software using existing technology, the costs incurred
prior to the completion of a working model are expensed. Once the product design
is met, this typically concludes the software development process and is usually
the point at which technological feasibility is established. Subsequent
expenses, including coding and testing, if any, are capitalized. For the
three-year period ending September 30, 1999, technological feasibility coincided
with the completion process; thus, all design and development costs were
expensed as research and development costs.
33
Purchased software costs are amortized over three to five years. For the
years ended September 30, 1999, 1998 and 1997, amortization of capitalized
software was $416,000, $528,000 and $808,000, respectively. At September 30,
1999 and 1998, unamortized purchased computer software costs were $6,382,000 and
$6,508,000, respectively.
In March 1998, the AICPA issued SOP No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The SOP requires that
certain costs related to the development or purchase of internal-use software be
capitalized and amortized over the estimated useful life of the software. The
SOP also requires that costs related to the preliminary project stage and the
post-implementation/operations stage of an internal-use computer software
development project be expensed as incurred. This statement is effective for
financial statements issued for fiscal years beginning after December 15, 1998.
Beginning with fiscal year 2000, management intends to conform its consolidated
financial statements to this pronouncement. The Company's management believes
that the adoption of SOP 98-1 will not have a material impact on the Company's
results of operations.
Income taxes
Income taxes are recognized during the year in which transactions enter
into the determination of financial statement income, with deferred taxes being
provided for temporary differences between amounts of assets and liabilities for
financial reporting purposes and such amounts as measured by tax laws.
Foreign currency
The Company has determined that the functional currency of each foreign
operation is the local currency. Assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at the exchange rate on the balance
sheet date, while revenues and expenses are translated at average rates of
exchange prevailing during the period. Translation adjustments are accumulated
as a separate component of stockholders' equity.
Earnings per share
Diluted earnings per share are based on the weighted-average number of
common shares outstanding and common stock equivalent shares. Common stock
equivalent shares result from the assumed exercise of outstanding stock options
that have a dilutive effect when applying the treasury stock method. Basic
earnings per share are computed on the basis of the weighted average number of
common stock shares outstanding.
New accounting pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 is effective for
all quarters of fiscal years beginning after June 15, 1999. SFAS No. 133
requires the recognition of all derivatives on the balance sheet at fair value.
In July 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133, An Amendment of FASB Statement No.133." SFAS No. 137 defers
the effective date of SFAS No. 133 by one year. SFAS No. 133 is now effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000.
Because the Company currently holds no derivative instruments and does not
engage in hedging activities, management expects that the adoption of SFAS No.
133 will have no material impact on our financial position, results of
operations or cash flows. Management intends to conform its consolidated
statements to this pronouncement beginning July 1, 2000.
34
2. Mergers and Acquisitions
In July 1997, the Company issued 1,252,665 shares of its common stock
(including 544,218 shares underlying options assumed by the Company) in
connection with the merger with RMT. The acquisition has been accounted for
under the pooling-of-interests method.
For the pre-merger period indicated, revenues and net income of the Company
and RMT are as follows:
Nine-months ended
June 30, 1997
(dollars in thousands) (unaudited)
- --------------------------------------------------------------------------------
Revenues
Fair, Isaac and Company, Incorporated $137,031
Risk Management Technologies 5,746
--------
$142,777
========
Net Income
Fair, Isaac and Company, Incorporated $ 13,732
Risk Management Technologies 630
--------
$ 14,362
========
RMT previously used the fiscal year ended December 31 for its financial
reporting. The statement of income's comparative 1997 results reflect the
operations of the Company and RMT for the year ended September 30, 1997.
Accordingly, the duplication of RMT's net income, for the three months ended
December 31, 1996, has been adjusted by a $214,000 charge to retained earnings
in fiscal 1997.
In 1996, the Company acquired 100% of the stock of Credit & Risk Management
Associates, Inc. (CRMA), a privately held consulting services company, which was
accounted for as a purchase. The CRMA purchase agreement provides for additional
contingent cash and Company stock payments to the former CRMA shareholders not
to exceed $5,499,000 based on specified financial performance of CRMA through
September 1999. For the years ended September 30, 1999, 1998 and 1997, an
additional $2,085,000, $265,000 and $45,000, respectively, were capitalized as
goodwill relating to the additional contingent cash and Company stock payments.
The capitalized goodwill is being amortized on a straight-line basis through
September 2003.
3. Cash Flow Statement
Supplemental disclosure of cash flow information:
Years ended September 30,
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Income tax payments $24,457 $17,174 $14,278
Interest paid $ 184 $ 803 $ 336
Non-cash investing and financing activities:
Assets acquired through financing $ 1,641 $ -- $ --
Issuance of common stock to ESOP $ 1,455 $ 1,323 $ 969
Tax benefit of exercised stock options $ 1,285 $ 1,660 $ 1,474
Purchase of CRMA with common/treasury stock $ 631 $ 145 $ --
Contributions of treasury stock to ESOP $ 236 $ -- $ 609
Vesting of restricted stock $ 17 $ 185 $ 289
35
4. Investments
The following is a summary of available-for-sale securities and other
investments at September 30, 1999 and 1998:
1999 1998
------------------------------------------- -------------------------------------
Gross Gross Gross Gross
Amortized unrealized unrealized Fair Amortized unrealized unrealized Fair
(dollars in thousands) cost gains losses value cost gains losses value
- ----------------------------------------------------------------------------------------------------------------------------
Short-term investments:
U.S. government obligations $ 5,228 $ -- $ (12) $ 5,216 $ 18,049 $ 234 $-- $ 18,283
======== ======== ======== ======== ======== ======== ==== ========
Long-term investments:
U.S. government obligations $ 39,462 $ 21 $ (709) $ 38,774 $ 20,051 $ 676 $-- $ 20,727
Marketable equity securities 3,751 913 -- 4,664 2,978 281 -- 3,259
Other 496 -- -- 496 382 -- -- 382
-------- -------- -------- -------- -------- -------- ---- --------
$ 43,709 $ 934 $ (709) $ 43,934 $ 23,411 $ 957 $-- $ 24,368
======== ======== ======== ======== ======== ======== ==== ========
The long-term U.S. government obligations mature in one to five years.
For the year ended September 30, 1997, a non-marketable investment with an
equity basis of $773,000 in an overseas start-up venture, principally an Italian
credit reporting agency, was written off due to the potential negative impact on
the agency's operations from a new Italian privacy law. During the year ended
September 30, 1998, the Company liquidated its share of this non-marketable
security for a gain of $165,000. The Company does not have any further financial
commitments with respect to this investment. The Company also recognized its
equity share of losses from this Italian venture of $2,082,000 for the year
ended September 30, 1997.
5. Property and Equipment
Property and equipment at September 30, 1999 and 1998, valued at cost,
consist of the following:
(dollars in thousands) 1999 1998
- -------------------------------------------------------------------------------
Data processing equipment $ 51,530 $ 42,995
Office furniture, vehicles and equipment 18,747 16,156
Leasehold improvements 16,660 13,777
Capitalized leases 2,841 2,841
Less accumulated depreciation and amortization (50,425) (38,876)
-------- --------
Net property and equipment $ 39,353 $ 36,893
======== ========
Depreciation and amortization charged to operations were $15,618,000,
$13,553,000 and $10,479,000 for the years ended September 30, 1999, 1998 and
1997, respectively.
Capitalized leases consist primarily of one lease bearing an interest rate
of 7% that matures in the year 2001. The following is a schedule, by years, of
future minimum lease payments under capitalized leases, together with the
present value of the net minimum lease payments, at September 30, 1999:
Years ended September 30, (dollars in thousands)
- -------------------------------------------------------------------------------
2000 $ 467
2001 375
-----
842
Less: Amount representing interest (49)
-----
Present value of net minimum lease payments $ 793
=====
36
6. Intangibles
Intangibles at September 30, 1999 and 1998, consist of the following:
(dollars in thousands) 1999 1998
- -------------------------------------------------------------------------------
Goodwill $ 15,515 $ 13,430
Other 2,470 2,470
Less accumulated amortization (7,255) (5,442)
-------- --------
$ 10,730 $ 10,458
======== ========
Amortization charged to operations was $1,813,000, $1,395,000 and
$1,274,000 for the years ended September 30, 1999, 1998 and 1997, respectively.
7. Income Taxes
The provision for income taxes consists of the following:
Years ended September 30,
(dollars in thousands) 1999 1998 1997
- -------------------------------------------------------------------------------
Current:
Federal $ 16,832 $ 17,380 $ 14,685
State 3,695 3,967 2,863
Foreign 227 240 136
-------- -------- --------
20,754 21,587 17,684
-------- -------- --------
Deferred:
Federal (112) (3,152) (2,400)
State (22) (657) (424)
-------- -------- --------
(134) (3,809) (2,824)
-------- -------- --------
$ 20,620 $ 17,778 $ 14,860
======== ======== ========
Amounts for the current year are based upon estimates and assumptions as of
the date of this report and could vary significantly from amounts shown on the
tax returns as filed.
37
The tax effects of significant temporary differences resulting in deferred
tax assets and liability at September 30, 1999 and 1998 are as follows:
(dollars in thousands) 1999 1998
- ---------------------------------------------------------------------------------------
Deferred tax assets:
Employee benefit plans $ 2,183 $ 1,594
Customer advances 1,819 2,198
Depreciation and amortization 1,708 2,350
Compensated absences 1,659 1,455
Deferred compensation 1,617 1,489
State taxes 1,313 1,388
Capital loss carryforward 1,009 1,245
Bad debt provision 504 464
Capital lease obligations 180 197
Warranty reserves 129 140
Other 928 630
-------- --------
13,049 13,150
Less valuation allowance (1,009) (1,245)
-------- --------
12,040 11,905
-------- --------
Deferred tax liabilities:
Tax on net unrealized gains on available-for-sale securities (87) (491)
-------- --------
Deferred tax assets, net $ 11,953 $ 11,414
======== ========
The valuation allowance for deferred tax assets at September 30, 1999 and
1998, was $1,009,000 and $1,245,000, respectively. The valuation allowance was
needed to reduce the deferred tax assets since the Company does not meet the
more-likely-than-not requirements for utilization of the capital loss
carryforward.
Reconciliation between the federal statutory income tax rate and the
Company's effective tax rate is shown below:
Years ended September 30,
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------------------------------
Income tax provision at federal statutory rates in 1999, 1998 and 1997 $ 17,710 $ 14,737 $ 12,441
State income taxes, net of federal benefit 2,387 2,152 1,586
Increase (decrease) in valuation allowance (236) 162 480
Other 759 727 353
-------- -------- --------
$ 20,620 $ 17,778 $ 14,860
======== ======== ========
38
8. Employee Benefit Plans
Pension plan
The Company has a defined benefit pension plan that covers eligible
full-time employees. The benefits are based on years of service and the
employee's compensation during employment. Contributions are intended to provide
not only for benefits attributed to service to date but also for those expected
to be earned in the future.
In September 1999, the Company curtailed the pension plan so that no new
participants are eligible for the plan, and no additional benefits will accrue
to participants after October 1, 1999. The curtailment resulted in a gain of
$720,000. The pension plan is expected to be settled in the Company's fiscal
year 2000 subject to governmental approval.
The following table sets forth the plan's funding status at September 30,
1999 and 1998:
(dollars in thousands) 1999 1998
- -------------------------------------------------------------------------------
Vested benefit obligation $ 14,140 $ 9,524
Nonvested benefit obligation -- 1,457
Effect of projected future earnings -- 5,877
-------- --------
Projected benefit obligation 14,140 16,858
Fair value of plan assets (11,885) (10,413)
-------- --------
Projected benefit obligation in excess of plan assets 2,255 6,445
Unrecognized prior service cost -- 59
Unrecognized net loss -- (5,895)
Unrecognized net obligation remaining to be amortized -- (138)
Additional minimum liability -- 97
-------- --------
Accrued pension cost $ 2,255 $ 568
======== ========
The plan assets consist primarily of cash equivalents.
The projected benefit obligation includes an accumulated benefit obligation
of $14,140,000 and $10,981,000 at September 30, 1999 and 1998, respectively. The
projected benefit obligation exceeded the fair value of the pension plan assets
for the years ended September 30, 1999 and 1998, respectively.
The weighted-average discount rate used in determining the actuarial
present value of the projected benefit obligation was 6.0% at September 30,
1999. A rate of increase in future compensation levels for determining the
actuarial present value of the projected benefit obligation is not applicable at
September 30, 1999, due to the curtailment of the plan. The weighted average
discount rate and rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation were
6.5% and 4.0%, respectively, at September 1998. The expected long-term rate of
return on assets was 8.5% at September 30, 1999 and 1998.
The net pension cost for the fiscal years ended September 30, 1999 and
1998, included the following components:
(dollars in thousands) 1999 1998
- -------------------------------------------------------------------------------
Service costs $ 2,134 $ 1,516
Interest cost on projected benefit obligation 1,048 943
Actual return on plan assets (2,363) (840)
Net amortization and deferral 1,682 132
------- -------
Net periodic pension plan cost $ 2,501 $ 1,751
======= =======
39
Employee stock ownership plan
The Company has an Employee Stock Ownership Plan (ESOP) that covers
eligible full-time employees. Contributions to the ESOP are determined annually
by the Company's Board of Directors. Effective October 1, 1999, the Company no
longer accepts new participants, and will no longer make provisions for
contributions to the ESOP. In addition, the ESOP may purchase stock from the
Company or its stockholders. Provisions for contributions to the ESOP were
$1,585,000, $1,803,000 and $1,534,000 for the years ended September 30, 1999,
1998 and 1997, respectively.
At September 30, 1999 and 1998, the ESOP held 808,000 and 836,000 shares of
Company stock, respectively. The amounts of dividends on ESOP shares were
$67,000, $75,000 and $81,000 for the years ended September 30, 1999, 1998 and
1997, respectively.
Company stock held and paid for by the ESOP is allocated annually to
participants based on employee compensation levels. While employed by the
Company, participants vest in the allocated shares at rates ranging from 0% to
30% over a period of 1 to 7 years until fully vested, depending on the plan.
Defined contribution plans
The Company offers 401(k) plans for eligible employees. Eligible employees
may contribute up to 15% of compensation. The Company also provides a matching
contribution. The Company contributions to 401(k) plans were $1,357,000,
$790,000 and $673,000 for the years ended September 30, 1999, 1998 and 1997,
respectively. Effective October 1, 1999 the 401(k) plan does not require a
minimum service period, and all Company matching contributions will vest 100%
immediately. Also, all Company contributions made prior to October 1, 1999,
vested 100% at October 1, 1999.
The Company maintains a supplemental retirement and savings plan for
certain officers and senior management employees. Company contributions to that
plan were $298,000, $247,000 and $132,000 for the years ended September 30,
1999, 1998 and 1997, respectively. Effective October 1, 1999, the Company will
no longer make matching contributions to the supplemental retirement and savings
plan.
Profit sharing plan
On October 1, 1999, the Company has established a profit sharing plan that
covers eligible employees after six months of continuous employment.
Contributions to the plan are determined annually by the company's Board of
Directors based on company performance. Participants vest at varying rates over
a five-year period until fully vested.
Officers' incentive plan
The Company has an executive compensation plan for the benefit of officers.
Benefits are payable based on the achievement of financial and performance
objectives, which are set annually by the Board of Directors, and the market
value of the Company's stock. Total expenses under the plan were $1,391,000,
$3,273,000 and $3,842,000 for the years ended September 30, 1999, 1998 and 1997,
respectively. The incentive earned each year is paid 50% currently, and the
balance is payable over a four-year period, subject to certain adjustments, as
defined in the plan, based on employment status and the market value of the
Company's common stock. At September 30, 1999 and 1998, the long-term officers'
incentive plan payable was $2,353,000 and $3,066,000, respectively.
Employee incentive plans
The Company has incentive plans for eligible employees not covered under
the executive compensation plan. Awards under these plans are paid annually and
are based on the achievement of certain financial and performance objectives.
Total expenses under these plans were $8,263,000, $6,962,000 and $6,490,000 for
the years ended September 30, 1999, 1998 and 1997, respectively.
40
9. Stock
Common
A total of 35,000,000 shares of common stock, $.01 par value, are
authorized, of which 14,313,616 shares (including 333,191 shares of treasury
stock) were issued September 30, 1999, and 13,992,126 shares (including 9,787
shares of treasury stock) were issued September 30, 1998.
Preferred
A total of 1,000,000 shares of preferred stock, $.01 par value, are
authorized; no preferred stock has been issued.
10. Stock Option Plans
The Company has two stock option plans, one of which is for the granting of
stock options, stock appreciation rights, restricted stock and common stock that
reserve shares of common stock for issuance to officers, key employees and
non-employee directors. The Company has elected to continue to apply the
provisions of APB No. 25, and provide the pro forma disclosures of SFAS No. 123,
"Accounting for Stock-Based Compensation." Granted awards generally have a
maximum term of ten years and vest over one to five years. Under this plan
approved by the stockholders, a number of shares equal to 4% of the number of
shares of the Company's common stock outstanding on the last day of the
preceding fiscal year is added to the shares available under the plan each
fiscal year, provided that the number of shares suitable for grants of incentive
stock options for the remaining term of the plan shall not exceed 1,500,000
shares. The other plan is limited to the former employees of RMT, who, as of the
merger date, held unexpired and unexercised stock option grants under the RMT
stock option plans. Granted awards have a maximum term of ten years and vest
over three years. The total number of issuable shares under the plan is 650,800.
The fair value of options at the date of grant was estimated using the
Black-Scholes model with the following weighted-average assumptions for the
years ended September 30:
1999 1998 1997
- --------------------------------------------------------------------------------
Expected life (years) 5 5 5
Interest rate 5.3% 5.5% 6.5%
Volatility 42% 43% 45%
Dividend yield 0% 0% 0%
The following information regarding these option plans for the years ended
September 30 is as follows:
1999 1998 1997
------------------------- ------------------------- -------------------------
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
Options price Options price Options price
- ----------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year 1,796,000 $ 29.11 1,843,000 $ 20.63 1,388,000 $ 12.21
Granted 1,009,000 $ 35.38 526,000 $ 38.02 613,000 $ 36.82
Exercised (277,000) $ 11.53 (487,000) $ 5.61 (141,000) $ 7.19
Forfeited (158,000) $ 38.66 (86,000) $ 34.43 (17,000) $ 28.96
---------- ---------- ----------
Outstanding at end of year 2,370,000 $ 33.21 1,796,000 $ 29.11 1,843,000 $ 20.63
========== ========== ==========
Options exercisable at year end 614,000 $ 23.63 541,000 $ 11.80 782,000 $ 5.33
========== ========== ==========
The weighted-average fair value of options granted for the years ended
September 30, 1999, 1998 and 1997, was $15.74, $17.30 and $17.47, respectively.
41
The following table summarizes information about significant fixed-price stock
option groups outstanding September 30, 1999:
Options outstanding Options exercisable
------------------- -------------------
Weighted-
average remaining Weighted- Weighted-
Number contractual average Number average
Range of exercise prices outstanding life exercise price outstanding exercise price
- ----------------------------------------------------------------------------------------------------------------------
$ .92 to $30.06 282,000 2.94 $ 10.26 266,000 $ 9.73
$30.63 to $34.75 687,000 8.09 $ 32.23 245,000 $ 31.57
$35.06 to $40.00 1,277,000 7.30 $ 37.66 61,000 $ 38.17
$40.56 to $49.44 124,000 7.32 $ 45.06 42,000 $ 44.61
--------- -------
$ .92 to $49.44 2,370,000 7.01 $ 33.21 614,000 $ 23.63
========= =======
Stock-based compensation under SFAS No. 123 would have had the following
pro forma effects for the years ended September 30:
(in thousands, except per share data) 1999 1998 1997
- --------------------------------------------------------------------------------
Net income, as reported $ 29,980 $ 24,327 $ 20,686
======== ======== ==========
Pro forma net income $ 25,440 $ 20,655 $ 18,091
======== ======== ==========
Earnings per share, as reported:
Diluted $ 2.09 $ 1.68 $ 1.46
======== ======== ==========
Basic $ 2.13 $ 1.77 $ 1.55
======== ======== ==========
Pro forma earnings per share:
Diluted $ 1.77 $ 1.43 $ 1.27
======== ======== ==========
Basic $ 1.81 $ 1.50 $ 1.35
======== ======== ==========
The pro forma effect on net income for each of the years ended September
30, 1999, 1998 and 1997, may not be representative of the effects on reported
net income in future years.
11. Commitments and Contingencies
The Company conducts certain of its operations in facilities occupied under
non-cancelable operating leases with lease terms in excess of one year. The
leases generally provide for annual increases based upon the Consumer Price
Index or fixed increments.
In May 1998, the Company entered into a synthetic lease agreement to lease
land in San Rafael, California, and improvements comprising the first phase of
an office complex facility to be constructed on the land. A synthetic lease is
asset-based financing structured to be treated as a lease for accounting
purposes but as a loan for tax purposes. The office complex facility is intended
to accommodate the future growth of the Company.
The Company had an option (the "Option") to purchase the undeveloped land
in December 1997, and the Option was assigned to the lessor in connection with
the synthetic lease transaction. The lessor under the synthetic lease has
committed to spend up to $55 million for the purchase of the land and
construction of this first phase of the facility, and the Company will act as
construction agent for the lessor. At September 30, 1999, the lessor's total
accumulated cost for land and construction of the facility was $22.1 million.
The lease term began in May 1998 and continues thereafter for five years for the
land and, when they are constructed, will incorporate the buildings and other
improvements that will comprise the first phase of the facility. Rental payments
will commence on completion of construction, and at that time the rental
payments will be based on the total construction costs for the facility and the
one month LIBOR rate plus 0.75% or 1.00%. The completion of construction is
expected to occur in November 2001.
42
With the approval of lessor, the Company may extend the lease term for up
to three one-year periods or one three-year period. The Company has the option
to: purchase the entire facility at a purchase price approximating lessor's
then-accumulated total costs; to purchase only certain portions of the facility,
at a pre-set price, at any time during the term; or, at the expiration of the
lease term, to cause the facility to be sold to a third party.
The synthetic lease requires the Company to maintain specified financial
covenants, all of which the Company was in compliance with at September 30,
1999. Future minimum lease payments under the synthetic lease are not included
in the schedule below.
Minimum future rental commitments under operating leases are as follows:
Year ending September 30, (dollars in thousands)
- -------------------------------------------------------------------------------
2000 $ 11,179
2001 10,697
2002 8,867
2003 5,907
2004 4,342
Thereafter 43,161
--------
$ 84,153
========
Rent expense under operating leases, including month-to-month leases, was
$9,161,000, $8,298,000 and $6,413,000 for the years ended September 30, 1999,
1998 and 1997, respectively.
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial condition.
12. Segment Information
The Company adopted Statement of Financial Accounting No. 131, "Disclosures
about Segments of an Enterprise and Related Information" for the annual
consolidated financial statements for the year ended September 30, 1999. This
statement establishes standards for publicly held entities to follow in
reporting information about operating segments in annual financial statements
and requires that those entities report selected information about operating
segments in interim financial statements. This statement also establishes
standards for related disclosures about products and services, geographic areas
and major customers. Operating segments are defined by SFAS No. 131 as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.
The Company's Chief Executive and Operating Officers evaluate financial
performance based on measures of business segment revenues and operating profit
or loss. Intercompany revenues between business segments are accounted for on a
cost basis. Unallocated corporate expenses consist mainly of cost associated
with marketing, computer information systems, human resources, legal and
finance. Unallocated other income (expense) consists mainly of interest revenues
and an equity loss in an investment. The Company does not evaluate the financial
performance of each segment based on its assets or capital expenditures.
The Company has identified two reportable operating segments based on the
criteria of SFAS No. 131, which include the Credit and DynaMark strategic
business units. The Credit business segment provides a wide variety of products
and services to lending and payment system institutions, worldwide, to help them
make more profitable decisions regarding prospects, customers and portfolios.
The DynaMark business segment processes, develops and manages marketing
databases for industries engaged in direct marketing.
43
Year ended September 30, 1999
(dollars in thousands) Credit DynaMark Other Total
- -----------------------------------------------------------------------------------------------------------------------
Revenues:
External $ 196,442 $ 68,194 $ 15,150 $ 279,786
Intercompany eliminations -- (2,855) -- (2,855)
--------- --------- --------- ---------
$ 196,442 $ 65,339 $ 15,150 $ 276,931
========= ========= ========= =========
Segment income (loss) from operations:
External $ 94,173 $ 10,210 $ (3,131) $ 101,252
Intercompany eliminations 2,855 (2,855) -- --
--------- --------- --------- ---------
$ 97,028 $ 7,355 $ (3,131) 101,252
========= ========= =========
Unallocated corporate expenses (54,877)
---------
46,375
Unallocated other income, net 4,225
---------
$ 50,600
=========
Year ended September 30, 1998
(dollars in thousands) Credit DynaMark Other Total
- -----------------------------------------------------------------------------------------------------------------------
Revenues:
External $ 179,857 $ 53,237 $ 16,564 $ 249,658
Intercompany eliminations -- (4,113) -- (4,113)
--------- --------- --------- ---------
$ 179,857 $ 49,124 $ 16,564 $ 245,545
========= ========= ========= =========
Segment income (loss) from operations:
External $ 84,140 $ 6,792 $ (2,997) $ 87,935
Intercompany eliminations 4,113 (4,113) -- --
--------- --------- --------- ---------
$ 88,253 $ 2,679 $ (2,997) 87,935
========= ========= =========
Unallocated corporate expenses (47,503)
---------
40,432
Unallocated other income, net 1,673
---------
$ 42,105
=========
Year ended September 30, 1997
(dollars in thousands) Credit DynaMark Other Total
- -----------------------------------------------------------------------------------------------------------------------
Revenues:
External $ 153,734 $ 34,589 $ 15,442 $ 203,765
Intercompany eliminations -- (4,756) -- (4,756)
--------- --------- --------- ---------
$ 153,734 $ 29,833 $ 15,442 $ 199,009
========= ========= ========= =========
Segment (loss) from operations:
External $ 74,630 $ 7,146 $ (1,253) $ 80,523
Intercompany eliminations 4,756 (4,756) -- --
--------- --------- --------- ---------
$ 79,386 $ 2,390 $ (1,253) 80,523
========= ========= =========
Unallocated corporate expenses (42,767)
---------
37,756
Unallocated other expense, net (2,210)
---------
$ 35,546
=========
The Company's international operations consist primarily of providing
products and services principally to the financial services industry.
International revenues are principally derived from sales through subsidiaries
in the United Kingdom and Canada for the year ended September 30, 1999, and
through subsidiaries in the United Kingdom, Canada and Japan for the years ended
September 30, 1998 and 1997. The Company's revenues from customers outside the
United States were $41,526,000, $42,894,000 and $33,879,000 for the years ended
September 30, 1999, 1998 and 1997, respectively.
44
13. Other Income (Expense)
Other income (expense) consists of the following:
Years ended September 30,
(dollars in thousands) 1999 1998 1997
- -------------------------------------------------------------------------------
Interest income $ 3,145 $ 2,403 $ 2,040
Pension curtailment gain 720 -- --
Gain on sale of investments 483 -- --
Interest expense (184) (803) (336)
Foreign currency loss (183) (278) (677)
Equity loss in investment -- -- (2,082)
Investment write-off -- -- (773)
Acquisition expenses -- -- (558)
Other 244 351 176
------- ------- -------
$ 4,225 $ 1,673 $(2,210)
======= ======= =======
14. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income
(Loss) Balance
In fiscal 1999, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in financial
statements. SFAS No. 130 requires classification of other comprehensive income
(loss) in a financial statement and display of accumulated other comprehensive
income (loss) separately from retained earnings and additional paid-in capital.
Other comprehensive income (loss) includes unrealized gains (losses) on
investments and foreign currency translation adjustments.
Supplemental disclosure of other comprehensive income (loss) information:
Year ended September 30, 1999
Before-tax Tax Net-of-tax
(dollars in thousands) amount amount amount
- -------------------------------------------------------------------------------
Unrealized losses on investments:
Unrealized holding losses
arising during period $ (494) $ (201) $ (293)
Less: reclassification adjustment (474) (193) (281)
------- ------- -------
Net unrealized loss (968) (394) (574)
Foreign currency translation adjustments (214) (87) (127)
------- ------- -------
Other comprehensive loss $(1,182) $ (481) $ (701)
======= ======= =======
Year ended September 30, 1998
Before-tax Tax Net-of-tax
(dollars in thousands) amount amount amount
- -------------------------------------------------------------------------------
Unrealized gains on investments:
Unrealized holding gains
arising during period $ 663 $ 280 $ 383
Foreign currency translation adjustments 238 100 138
------- ------- -------
Other comprehensive income $ 901 $ 380 $ 521
======= ======= =======
45
Year ended September 30, 1997
Before-tax Tax Net-of-tax
(dollars in thousands) amount amount amount
- -------------------------------------------------------------------------------
Unrealized gains on investments:
Unrealized holding gains
arising during period $ 378 $ 158 $ 220
Foreign currency translation adjustments (280) (117) (163)
------- ------- -------
Other comprehensive income $ 98 $ 41 $ 57
======= ======= =======
Supplemental disclosure of accumulated comprehensive income (loss) balance:
Period from September 30, 1997, to September 30, 1999 (dollars in thousands)
- -----------------------------------------------------------------------------------------------
Foreign Accumulated
Unrealized currency other
gains (losses) on translation comprehensive
investments adjustments income (loss)
----------- ----------- -------------
Balances at September 30, 1997 $ 317 $(308) $ 9
Current period change 383 138 521
----- ----- -----
Balances at September 30, 1998 700 (170) 530
Current period change (574) (127) (701)
----- ----- -----
Balances at September 30, 1999 $ 126 $(297) $(171)
===== ===== =====
15. Earnings Per Share
The following reconciles the numerators and denominators of diluted and
basic earnings per share (EPS):
Years ended September 30,
(dollars in thousands, except per share data) 1999 1998 1997
- ---------------------------------------------------------------------------------------------
Numerator - Net income $ 29,980 $ 24,327 $ 20,686
======== ======== ========
Denominator - Shares:
Diluted weighted-average shares and assumed
conversions of stock options 14,364 14,463 14,202
Effect of dilutive securities - employee stock options (291) (700) (816)
-------- -------- --------
Basic weighted-average shares 14,073 13,763 13,386
======== ======== ========
Earnings per share:
Diluted $ 2.09 $ 1.68 $ 1.46
======== ======== ========
Basic $ 2.13 $ 1.77 $ 1.55
======== ======== ========
The computation of diluted EPS for the years ended September 30, 1999, 1998
and 1997, respectively, excludes stock options to purchase 813,000, 930,000 and
474,000 shares of common stock. The shares were excluded because the exercise
prices for the options were greater than the respective average market price of
the common shares and their inclusion would be antidilutive.
46
16. Supplementary Financial Data (Unaudited)
The following table presents selected unaudited consolidated financial
results for each of the eight quarters in the two-year period ended September
30, 1999. In the Company's opinion, this unaudited information has been prepared
on the same basis as the audited information and includes all adjustments
(consisting of only normal recurring adjustments) necessary for a fair statement
of the consolidated financial information for the period presented.
(dollars in thousands, except per share data) Dec. 31, 1998 Mar. 31, 1999 June 30, 1999 Sept. 30, 1999
- ---------------------------------------------------------------------------------------------------------------------------
Revenues $ 67,977 $ 68,874 $ 67,241 $ 72,839
Cost of revenues 25,071 26,941 25,196 28,246
----------- ----------- ----------- -----------
Gross profit $ 42,906 $ 41,933 $ 42,045 $ 44,593
=========== =========== =========== ===========
Net income $ 7,048 $ 7,464 $ 6,973 $ 8,495
=========== =========== =========== ===========
Earnings per share:
Diluted $ .49 $ .51 $ .49 $ .60
=========== =========== =========== ===========
Basic $ .50 $ .53 $ .50 $ .61
=========== =========== =========== ===========
Shares used in computing earnings per share:
Diluted 14,354,000 14,578,000 14,301,000 14,212,000
=========== =========== =========== ===========
Basic 14,014,000 14,177,000 14,081,000 14,020,000
=========== =========== =========== ===========
(dollars in thousands, except per share data) Dec. 31, 1997 Mar. 31, 1998 June 30, 1998 Sept. 30, 1998
- ---------------------------------------------------------------------------------------------------------------------------
Revenues $ 53,511 $ 59,655 $ 64,642 $ 67,737
Cost of revenues 19,865 21,206 21,946 21,963
----------- ----------- ----------- -----------
Gross profit $ 33,646 $ 38,449 $ 42,696 $ 45,774
=========== =========== =========== ===========
Net income $ 3,967 $ 5,488 $ 6,399 $ 8,473
=========== =========== =========== ===========
Earnings per share:
Diluted $ .28 $ .38 $ .45 $ .59
=========== =========== =========== ===========
Basic $ .29 $ .40 $ .46 $ .61
=========== =========== =========== ===========
Shares used in computing earnings per share:
Diluted 14,346,000 14,304,000 14,359,000 14,449,000
=========== =========== =========== ===========
Basic 13,489,000 13,707,000 13,894,000 13,964,000
=========== =========== =========== ===========
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
47
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The required information regarding Directors of the registrant is
incorporated by reference from the information under the caption "Election of
Directors - Nominees" in the Company's definitive proxy statement for the Annual
Meeting of Stockholders to be held on February 1, 2000.
The required information regarding Executive Officers of the registrant is
contained in Part I of this Form 10-K.
The required information regarding compliance with Section 16(a) of the
Securities Exchange Act is incorporated by reference from the information under
the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Company's definitive proxy statement for the Annual Meeting of Stockholders to
be held on February 1, 2000.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information under the captions
"Compensation of Directors and Executive Officers," "Compensation Committee
Interlocks and Insider Participation," and "Director Consulting Arrangements" in
the Company's definitive proxy statement for the Annual Meeting of Stockholders
to be held on February 1, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the information under the caption "Stock
Ownership" in the Company's definitive proxy statement for the Annual Meeting of
Stockholders to be held on February 1, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the information under the captions "Director
Consulting Arrangements" and "Compensation Committee Interlocks and Insider
Participation" in the Company's definitive proxy statement for the Annual
Meeting of Stockholders to be held on February 1, 2000.
48
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Reference Page
Form 10-K
(a) 1. Consolidated financial statements:
Report of Independent Auditors......................... 27
Consolidated statements of income and comprehensive
income for each of the years in the three-year
period ended September 30, 1999................... 28
Consolidated balance sheets at September 30, 1999 and
September 30, 1998................................ 29
Consolidated statements of stockholders' equity for
each of the years in the three-year period ended
September 30, 1999................................ 30
Consolidated statements of cash flows for each of the
years in the three-year period ended
September 30, 1999................................ 31
Notes to consolidated financial statements............. 32
2. Financial statement schedule:
Independent Auditor's Report on Financial Statement
Schedule................................................ 56
II Valuation and qualifying accounts at September 30, 1998,
1997 and 1996........................................... 57
3. Exhibits:
2.1 Lease dated December 2, 1998, by and between DynaMark, Inc.,
and CSM Corporation filed as Exhibit 2.1 to the Company's
report on Form 10-K for the fiscal year ended September 30,
1998, and incorporated herein by reference.
2.2 Agreement and Plan of Reorganization, dated June 12, l997,
among the Company, FIC Acquisition Corporation, Risk
Management Technologies ("RMT"), and the shareholders and
optionholders of RMT, filed as Exhibit 2.2 to the Company's
report on Form 10-K for the fiscal year ended September 30,
1997, and incorporated herein by reference. Pursuant to Item
601(b)(2) of Regulation S-K, certain schedules were omitted
but will be furnished supplementally to the Commission on
request.
2.3 First Amendment to Agreement and Plan of Merger and
Reorganization effective as of May 17, 1999, by and among
Fair, Isaac and Company, Incorporated; Credit & Risk
Management Associates, Inc.; and Donald J.
Sanders, Paul A. Makowski, and Lawrence E. Dukes.
2.4 Amendment To Lease, dated December 2, 1998, by and between CSM
Corporation (assignee) and DynaMark, Inc. amending lease dated
May 1,1995 between DynaMark, Inc. and Control Data Systems
Inc. filed as Exhibit 2.4 to the Company's report on Form 10-K
for the fiscal year ended September 30, 1998, and incorporated
herein by reference.
3.1 Restated Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1997, and incorporated herein
by reference.
3.2 Restated By-laws of the Company(as amended effective November
19, 1999).
49
4.1 Registration Rights Agreement, dated June 23, l997, among the
Company, David LaCross and Kathleen O. LaCross, Trustees U/D/T
dated April 2, 1997, Jefferson Braswell, Software Alliance
LLC, Robert Ferguson, James T. Fan and Leland Prussia, filed
as Exhibit 4.1 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1997, and incorporated herein
by reference.*
4.2 Registration Rights Agreement, dated September 30, 1996, among
the Company, Donald J. Sanders, Paul A. Makowski and Lawrence
E. Dukes, filed as Exhibit 4.2 to the Company's report on Form
10-K for the fiscal year ended September 30, 1995, and
incorporated herein by reference.
10.1 Certificate of Resolution Changing Officers' Incentive Plan,
Exempt Employees Bonus Plan and other Company Plan
Parameters.*
10.2 Fair, Isaac and Company, Inc. 1999 Employee Stock Purchase
Plan.*
10.3 Lease dated April 28, 1995, between CSM Investors, Inc., and
DynaMark, Inc. filed as Exhibit 10.3 to the Company's report
on Form 10-K for the fiscal year ended September 30, 1995, and
incorporated herein by reference.
10.4 Fair, Isaac and Company, Inc. Officers' Incentive Plan
(effective October 1, 1992), originally filed as Exhibit 10.4
to the Company's report on Form 10-K for the fiscal year ended
September 30, 1994.*
10.5 Lease, dated October 30, 1983, between S.R.P. Limited
Partnership and the Company, as amended, originally filed as
Exhibit 10.7 to the Registration Statement filed as Exhibit
10.5 to the Company's report on Form 10-K for the fiscal year
ended September 30, 1998, and incorporated herein by
reference.
10.6 Stock Option Plan for Non-Employee Directors, originally filed
as Exhibit 10.8 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1988, filed as Exhibit 10.6 to
the Company's report on Form 10-K for the fiscal year ended
September 30, 1998, and incorporated herein by reference.*
10.7 Lease dated July 1, 1993, between The Joseph and Eda Pell
Revocable Trust and the Company and the First through Fifth
Addenda thereto filed as Exhibit 10.7 to the Company's report
on Form 10-K for the fiscal year ended September 30, 1995, and
incorporated herein by reference.
10.8 Amendment No. 3 to the Company's 1992 Long-Term Incentive Plan
(as amended and restated effective November 19, 1999).*
10.9 First Amendment to the Company's Stock Option Plan for
Non-Employee Directors, originally filed as Exhibit 10.12 to
the Company's report on Form 10-K for the fiscal year ended
September 30, 1989, filed as Exhibit 10.9 to the Company's
report on Form 10-K for the fiscal year ended September 30,
1998, and incorporated herein by reference.*
10.10 Amendment No.1 to the Company's 1992 Long-Term Incentive Plan
(as amended and restated effective November 21, 1995), filed
as Exhibit 10.10 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1997 and incorporated herein
by reference.*
10.11 Addendum Number Seven to lease between S.R.P. Limited
Partnership and the Company, originally filed as Exhibit 10.15
to the Company's report on Form 10-K for the fiscal year ended
September 30, 1990 filed as Exhibit 10.11 to the Company's
report on Form 10-K for the fiscal year ended September 30,
1998, and incorporated herein by reference.
10.12 Addenda Numbers Eight and Nine to lease between SRP Limited
Partnership and the Company filed as Exhibit 10.12 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1995, and incorporated herein by reference.
50
10.13 Lease, dated September 5, 1991, between 111 Partners, a
California general partnership, and the Company originally
filed as Exhibit 10.20 to the Company's report on Form 10-K
for the fiscal year ended September 30, 1991 filed as Exhibit
10.13 to the Company's report on Form 10-K for the fiscal year
ended September 30, 1998, and incorporated herein by
reference.
10.14 Construction Loan Agreement, dated September 5, 1991, between
111 Partners and the Company originally filed as Exhibit 10.21
to the Company's report on Form 10-K for the fiscal year ended
September 30, 1991 filed as Exhibit 10.14 to the Company's
report on Form 10-K for the fiscal year ended September 30,
1998, and incorporated herein by reference.
10.15 Amendment No.2 to the Company's 1992 Long-Term Incentive Plan
(as amended and restated effective November 21, 1995) filed as
Exhibit 10.15 to the Company's report on Form 10K for the
fiscal year ended September 30, 1997 and incorporated herein
by reference.*
10.16 The Company's 1992 Long-Term Incentive Plan as amended and
restated effective November 21, 1995, filed as Exhibit 10.16
to the Company's report on Form 10-K for the fiscal year ended
September 30, 1996, and incorporated herein by reference.*
10.17 Amendment No.3 to the Company's Stock Option Plan for
Non-Employee Directors, filed as Exhibit 10.17 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1997, and incorporated herein by reference.*
10.18 Lease dated May 1, 1995, between Control Data Corporation and
DynaMark, Inc. filed as Exhibit 10.18 to the Company's report
on Form 10-K for the fiscal year ended September 30, 1995, and
incorporated herein by reference.
10.19 First Amendment to Participation Agreement dated April 5, 1999
by and between Company, Lease Plan North America, Inc., ABN
Amro Bank N.V. and other participants named therein.
10.20 Fair, Isaac Supplemental Retirement and Savings Plan and Trust
Agreement effective November 1, 1994, filed as Exhibit 10.20
to the Company's report on Form 10-K for the fiscal year ended
September 30, 1994, and incorporated herein by reference.*
10.21 Lease dated July 10, 1993, between the Joseph and Eda Pell
Revocable Trust and the Company filed as Exhibit 10.21 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1995, and incorporated herein by reference.
10.22 Lease dated October 11, 1993, between the Joseph and Eda Pell
Revocable Trust and the Company and the First through Fourth
Addenda thereto filed as Exhibit 10.22 to the Company's report
on Form 10-K for the fiscal year ended September 30, 1995, and
incorporated herein by reference.
10.23 Second Amendment to Lease dated December 2, 1998, between CSM
Corporation and DynaMark, Inc. amending lease between the
parties dated March 11, 1997 filed as Exhibit 10.23 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1998, and incorporated herein by reference.
10.24 Exchange Agreement and Plan of Reorganization, dated July 19,
1996, among DynaMark, Inc., Printronic Corporation of America,
Inc., Leo R. Yochim, and Susan Keenan, filed as Exhibit 10.24
to the Company's report on Form 10-K for the fiscal year ended
September 30, 1996, and incorporated herein by reference.
10.25 Agreement and Plan of Merger and Reorganization, dated
September 30, 1996, among the Company, FIC Acquisition
Corporation, Credit & Risk Management Associates, Inc., Donald
J. Sanders, Paul A. Makowski and Lawrence E. Dukes, filed as
Exhibit 10.25 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1996, and incorporated herein
by reference.
51
10.26 Contract between the Company and Dr. Robert M. Oliver, dated
April 2, 1996, filed as Exhibit 10.26 to the Company's report
on Form 10-K for the fiscal year ended September 30, 1996, and
incorporated herein by reference.*
10.27 Letter of Intent dated July 15, 1996, between the Company and
Village Properties, and the First Amendment thereto dated July
18, 1996, filed as Exhibit 10.27 to the Company's report on
Form 10-K for the fiscal year ended September 30, 1996, and
incorporated herein by reference.
10.28 Office Building Lease, dated November 14, 1996, between the
Company and Regency Center, filed as Exhibit 10.28 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1996, and incorporated herein by reference.
10.29 Sixth and Seventh Addenda to the Lease, dated July 1, 1993,
between the Company and the Joseph and Eda Pell Revocable
Trust, filed as Exhibit 10.29 to the Company's report on Form
10-K for the fiscal year ended September 30, 1996, and
incorporated herein by reference.
10.30 First and Second Addenda to the Lease dated July 10, 1993,
between the Company and the Joseph and Eda Pell Revocable
Trust, filed as Exhibit 10.30 to the Company's report on Form
10-K for the fiscal year ended September 30, 1996, and
incorporated herein by reference.
10.31 Fifth Addendum to the Lease, dated October 11, 1993, between
the Company and the Joseph and Eda Pell Revocable Trust, filed
as Exhibit 10.31 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1996, and incorporated herein
by reference.
10.32 First Addendum to Lease, dated August 13, l997, by and between
the Company and Regency Center, filed as Exhibit 10.32 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1997, and incorporated herein by reference.
10.33 Option Agreement, dated November 26, l997, by and between the
Company and Village Builders, L.P., filed as Exhibit 10.33 to
the Company's report on Form 10-K for the fiscal year ended
September 30, 1997, and incorporated herein by reference.
10.34 Leasehold Improvements Agreement, dated November 26, l997, by
and between the Company and Village Builders, L.P., filed as
Exhibit 10.34 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1997, and incorporated herein
by reference.
10.35 Lease, dated March 11, l997, by and between DynaMark, Inc. and
CSM, filed as Exhibit 10.35 to the Company's report on Form
10-K for the fiscal year ended September 30, 1997, and
incorporated herein by reference.
10.36 First Amendment to Lease, dated September 24, l997, by and
between DynaMark, Inc. and CSM, filed as Exhibit 10.36 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1997, and incorporated herein by reference.
10.37 Chase Database Agreement, dated October 29, l997, by and among
DynaMark, Inc. and Chase Manhattan Bank USA, National
Association, filed as Exhibit 10.37 to the Company's report on
Form 10-K for the fiscal year ended September 30, 1997, and
incorporated herein by reference. Confidential treatment has
been requested for certain portions of this document. Such
portions have been omitted from the filing and have been filed
separately with the Commission.
10.38 Participation Agreement, dated May 15, 1998, between Company,
Lease Plan North America, Inc., ABN Amro Bank N.V. and other
participants named therein filed as Exhibit 10.38 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1998, and incorporated herein by reference.
10.39 Lease Agreement, Construction Deed of Trust with Assignment of
Rents, Security Agreement and Fixture Filing, dated May 15,
1998, between Company and Lease Plan North America, Inc. filed
52
as Exhibit 10.39 to the Company's report on Form 10-K for the
fiscal year ended September 30, 1998, and incorporated herein
by reference.
10.40 Purchase Agreement dated May 15, 1998, between Company and
Lease Plan North America, Inc. filed as Exhibit 10.40 to the
Company's report on Form 10-K for the fiscal year ended
September 30, 1998, and incorporated herein by reference.
10.41 Third Amendment to Lease Dated December 2, 1998, by and
between CSM Corporation and DynaMark, Inc. amending lease
between the parties dated April 28, 1995 filed as Exhibit
10.41 to the Company's report on Form 10-K for the fiscal year
ended September 30, 1998, and incorporated herein by
reference.
10.42 Employment Agreement entered into effective as of August 23,
1999, by and between Fair, Isaac and Company, Inc. and Thomas
G. Grudnowski.*
10.43 First Amendment to Employment Agreement entered into effective
as of December 3, 1999, by and between Fair, Isaac and
Company, Inc. and Thomas G. Grudnowski.*
21.1 Subsidiaries of the Company.
23.1 Consent of KPMG, LLP (see page 58 of this Form 10-K).
24.1 Power of Attorney (see page 54 of this Form 10-K).
27 Financial Data Schedule.
* Management Contract or Compensatory Plan or Arrangement
(b) Reports on Form 8-K:
One report on Form 8-K was filed with the Securities and Exchange
Commission during the fiscal quarter ended September 30, 1999.
53
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, 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: December 21, 1999
By /S/PETER L. MCCORKELL
-------------------------------------
Peter L. McCorkell
Executive Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each 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-K 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, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
/S/ THOMAS G. GRUDNOWSKI President, Chief Executive Officer December 21, 1999
- ---------------------------------------- (Principal Executive Officer) and Director
Thomas G. Grudnowski
/S/ HENK J. EVENHUIS Executive Vice President and December 21, 1999
- ---------------------------------------- Chief Financial Officer
Henk J. Evenhuis
/S/ A. GEORGE BATTLE Director December 21, 1999
- ----------------------------------------
A. George Battle
/S/ H. ROBERT HELLER Director December 21,1999
- ----------------------------------------
H. Robert Heller
/S/ GUY R. HENSHAW Director December 21, 1999
- ----------------------------------------
Guy R. Henshaw
/S/ DAVID S. P. HOPKINS Director December 21, 1999
- ----------------------------------------
David S. P. Hopkins
/S/ ROBERT M. OLIVER Director December 21, 1999
- ----------------------------------------
Robert M. Oliver
/S/ ROBERT D. SANDERSON Director December 21, 1999
- ----------------------------------------
Robert D. Sanderson
/S/ JOHN D. WOLDRICH Director December 21, 1999
- ----------------------------------------
John D. Woldrich
54
FAIR, ISAAC AND COMPANY, INCORPORATED
Form 10K for fiscal year ended September 30, 1999
SIGNATURES AND POWER OF ATTORNEY continued
/S/ TONY J. CHRISTIANSON Director December 21, 1999
- ----------------------------------------
Tony J. Christianson
/S/ MARGARET L. TAYLOR Director December 21, 1999
- ----------------------------------------
Margaret L. Taylor
55
The Board of Directors
Fair, Isaac and Company, Incorporated:
Under date of October 26, 1999, we reported on the consolidated balance
sheets of Fair, Isaac and Company, Incorporated and subsidiaries as of September
30, 1999 and 1998, and the related consolidated statements of income and
comprehensive income, stockholders' equity, and cash flows for each of the years
in the three-year period ended September 30, 1999, which are included in the
1999 annual report on form 10-K. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
financial statement schedule in the 1999 annual report on form 10-K. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of revenue recognition for certain products in 1999.
/s/ KPMG LLP
San Francisco, California
October 26, 1999
56
Schedule II
Fair, Isaac and Company, Incorporated
VALUATION AND QUALIFYING ACCOUNTS
September 30, 1999, 1998 and 1997
Balance at Balance at
Beginning Charged Charged End of
Description of Period to Expense to Revenues Write-offs Period
----------- --------- ---------- ----------- ---------- ------
September 30, 1999:
Allowance for Doubtful Accounts $1,163,000 $ 123,000 $ 441,000 $ (453,000) $1,274,000
September 30, 1998:
Allowance for Doubtful Accounts $ 758,000 $ 677,000 $ 271,000 $ (543,000) $1,163,000
September 30, 1997:
Allowance for Doubtful Accounts $ 485,000 $ 438,000 -- $ (165,000) $ 758,000
57
Consent of Independent Auditors
The Board of Directors
Fair, Isaac and Company, Incorporated:
We consent to incorporation by reference in the registration statements
(Nos. 33-20349, 33-26659, 33-63428, 333-02121, 333-32309, 333-65179 and
333-83905) on Form S-8 and the registration statements (Nos. 333-20537 and
333-42475) on Form S-3 of Fair, Isaac and Company, Incorporated and subsidiaries
of our reports dated October 26, 1999, relating to the consolidated balance
sheets of Fair, Isaac and Company, Incorporated and subsidiaries as of September
30, 1999 and 1998, and the related consolidated statements of income and
comprehensive income, stockholders' equity, and cash flows and related financial
statement schedule for each of the years in the three-year period ended
September 30, 1999, which reports appear in the September 30, 1999 annual report
on Form 10-K of Fair, Isaac and Company, Incorporated, and subsidiaries. Our
reports dated October 26, 1999 contain an explanatory paragraph that states that
the Company changed its method of revenue recognition for certain products in
1999.
/s/ KPMG LLP
San Francisco, California
December 22, 1999
58
EXHIBIT INDEX
TO FAIR, ISAAC AND COMPANY, INCORPORATED
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
Exhibit No. Exhibit
- ----------- -------
2.3 First Amendment to Agreement and Plan of Merger and
Reorganization effective as of May 17, 1999, by and among Fair,
Isaac and Company, Incorporated, a Delaware corporation; Credit &
Risk Management Associates, Inc.; and Donald J. Sanders, Paul A.
Makowski, and Lawrence E. Dukes.
3.2 Restated By-laws of the Company (as amended effective November
19, 1999).
10.1 Certificate of Resolution Changing Officers' Incentive Plan,
Exempt Employees Bonus Plan and other Company Plan Parameters.
10.2 Fair, Isaac and Company, Inc. 1999 Employee Stock Purchase Plan.
10.8 Amendment No. 3 to the Company's 1992 Long-Term Incentive Plan
(as amended and restated effective November 19, 1999).
10.19 First Amendment to Participation Agreement dated April 5, 1999 by
and between Company, Lease Plan North America, Inc., ABN Amro
Bank N.V. and other participants named therein.
10.42 Employment Agreement entered into effective as of August 23,
1999, by and between Fair, Isaac and Company, Inc. and Thomas G.
Grudnowski.
10.43 First Amendment to Employment Agreement entered into effective as
of December 3, 1999, by and between Fair, Isaac and Company, Inc.
and Thomas G. Grudnowski.
21.1 Subsidiaries of the Company.
23.1 Consent of KPMG, LLP.
24.1 Power of Attorney.
27 Financial Data Schedule.
59