Fair Isaac 10Q 2023 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-11689

Fair Isaac Corporation

(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.)

5 West Mendenhall, Suite 105		59715
Bozeman,	Montana
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 406-982-7276

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	FICO	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


☐			Yes			☒			No

The number of shares of common stock outstanding on January 13, 2023 was 25,154,777 (excluding 63,702,006 shares held by us as treasury stock).

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PART I – FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	December 31, 2022		September 30, 2022
	(In thousands, except par value data)
Assets
Current assets:
Cash and cash equivalents	$	139,856	$	133,202
Accounts receivable, net	308,234		322,410
Prepaid expenses and other current assets	35,732		29,103
Total current assets	483,822		484,715
Marketable securities	26,332		24,515
Other investments	1,206		1,135
Property and equipment, net	14,976		17,580
Operating lease right-of-use assets	32,366		36,688
Goodwill	771,455		761,067
Intangible assets, net	1,742		2,017
Deferred income taxes	20,635		11,803
Other assets	106,159		102,514
Total assets	$	1,458,693	$	1,442,034
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	16,838	$	17,273
Accrued compensation and employee benefits	59,876		97,893
Other accrued liabilities	51,378		66,248
Deferred revenue	126,896		120,045
Current maturities on debt	100,000		30,000
Total current liabilities	354,988		331,459
Long-term debt	1,820,666		1,823,669
Operating lease liabilities	32,400		39,192
Other liabilities	52,734		49,661
Total liabilities	2,260,788		2,243,981
Commitments and contingencies
Stockholders’ deficit:
Preferred stock ($0.01 par value; 1,000 shares authorized; none issued and outstanding)	—		—
Common stock ($0.01 par value; 200,000 shares authorized, 88,857 shares issued and 25,155 and 25,154 shares outstanding at December 31, 2022 and September 30, 2022, respectively)	252		252
Additional paid-in-capital	1,244,271		1,299,588
Treasury stock, at cost (63,702 and 63,703 shares at December 31, 2022 and September 30, 2022, respectively)	(4,996,624)		(4,935,769)
Retained earnings	3,056,327		2,958,684
Accumulated other comprehensive loss	(106,321)		(124,702)
Total stockholders’ deficit	(802,095)		(801,947)
Total liabilities and stockholders’ deficit	$	1,458,693	$	1,442,034

See accompanying notes.

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FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)


	Quarter Ended December 31,
	2022		2021
	(In thousands, except per share data)
Revenues:
On-premises and SaaS software	$	144,560	$	126,338
Professional services	22,322		26,536
Scores	177,988		169,487
Total revenues	344,870		322,361
Operating expenses:
Cost of revenues	76,569		69,203
Research and development	36,633		38,980
Selling, general and administrative	92,995		98,048
Amortization of intangible assets	275		544

Gain on product line asset sale	(1,941)		—
Total operating expenses	204,531		206,775
Operating income	140,339		115,586
Interest expense, net	(22,800)		(12,195)
Other income, net	364		1,429
Income before income taxes	117,903		104,820
Provision for income taxes	20,260		19,861
Net income	97,643		84,959
Other comprehensive income (loss):
Foreign currency translation adjustments	18,381		(2,138)
Comprehensive income	$	116,024	$	82,821
Earnings per share:
Basic	$	3.90	$	3.13
Diluted	$	3.84	$	3.09
Shares used in computing earnings per share:
Basic	25,045		27,167
Diluted	25,443		27,524

See accompanying notes.

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FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)


	Common Stock			Additional Paid-in-Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
(In thousands)	Shares	Par Value
Balance at September 30, 2022	25,154	$	252	$	1,299,588	$	(4,935,769)	$	2,958,684	$	(124,702)	$	(801,947)
Share-based compensation	—	—		29,702		—		—		—		29,702
Issuance of treasury stock under employee stock plans	180	2		(85,019)		14,147		—		—		(70,870)
Repurchases of common stock	(179)	(2)		—		(75,002)		—		—		(75,004)
Net income	—	—		—		—		97,643		—		97,643
Foreign currency translation adjustments	—	—		—		—		—		18,381		18,381
Balance at December 31, 2022	25,155	$	252	$	1,244,271	$	(4,996,624)	$	3,056,327	$	(106,321)	$	(802,095)

	Common Stock			Additional Paid-in-Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
(In thousands)	Shares	Par Value
Balance at September 30, 2021	27,568	$	276	$	1,237,348	$	(3,857,855)	$	2,585,143	$	(75,854)	$	(110,942)
Share-based compensation	—	—		29,878		—		—		—		29,878
Issuance of treasury stock under employee stock plans	185	1		(58,861)		12,386		—		—		(46,474)
Repurchases of common stock	(1,244)	(12)		—		(493,570)		—		—		(493,582)
Net income	—	—		—		—		84,959		—		84,959
Foreign currency translation adjustments	—	—		—		—		—		(2,138)		(2,138)
Balance at December 31, 2021	26,509	$	265	$	1,208,365	$	(4,339,039)	$	2,670,102	$	(77,992)	$	(538,299)

See accompanying notes.

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FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Quarter Ended December 31,
	2022		2021
	(In thousands)
Cash flows from operating activities:
Net income	$	97,643	$	84,959
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,280		5,227
Share-based compensation	29,702		29,878
Deferred income taxes	(8,507)		3,905
Net loss on marketable securities	348		592
Non-cash operating lease costs	3,779		4,115
Provision for doubtful accounts	369		325
Gain on product line asset sale	(1,941)		—
Net loss on sales and abandonment of property and equipment	16		51
Changes in operating assets and liabilities:
Accounts receivable	8,704		58,428
Prepaid expenses and other assets	(5,823)		157
Accounts payable	168		(268)
Accrued compensation and employee benefits	(37,883)		(40,335)
Other liabilities	(7,955)		(14,904)
Deferred revenue	9,540		(7,249)
Net cash provided by operating activities	92,440		124,881
Cash flows from investing activities:
Purchases of property and equipment	(850)		(895)
Proceeds from sales of marketable securities	2,393		129
Purchases of marketable securities	(4,558)		(2,763)
Proceeds from product line asset sales, net of cash transferred	(7,575)		2,257


Net cash used in investing activities	(10,590)		(1,272)
Cash flows from financing activities:
Proceeds from revolving line of credit and term loan	169,000		620,000
Payments on revolving line of credit and term loan	(102,750)		(788,000)
Proceeds from issuance of senior notes	—		550,000

Payments on debt issuance costs	—		(8,200)

Proceeds from issuance of treasury stock under employee stock plans	1,995		550
Taxes paid related to net share settlement of equity awards	(72,865)		(47,024)
Repurchases of common stock	(75,004)		(482,755)
Net cash used in financing activities	(79,624)		(155,429)
Effect of exchange rate changes on cash	4,428		(1,377)
Increase (decrease) in cash and cash equivalents	6,654		(33,197)
Cash and cash equivalents, beginning of period	133,202		195,354
Cash and cash equivalents, end of period	$	139,856	$	162,157
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds of $8 and $72 during the quarters ended December 31, 2022 and 2021, respectively	$	13,412	$	1,570
Cash paid for interest	$	37,730	$	19,396
Supplemental disclosures of non-cash investing and financing activities:
Purchase of property and equipment included in accounts payable	$	37	$	67
Unsettled repurchases of common stock	$	—	$	18,870

See accompanying notes.

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FAIR ISAAC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Business

Fair Isaac Corporation

Fair Isaac Corporation (NYSE: FICO) (together with its consolidated subsidiaries, the “Company,” which may also be referred to in this report as “we,” “us,” “our,” or “FICO”) is a leading applied analytics company. We were founded in 1956 on the premise that data, used intelligently, can improve business decisions. Today, FICO’s software and the widely used FICO® Score operationalize analytics, enabling thousands of businesses in nearly 120 countries to uncover new opportunities, make timely decisions that matter, and execute them at scale. Most leading banks and credit card issuers rely on our solutions, as do insurers, retailers, telecommunications providers, automotive lenders, consumer reporting agencies, public agencies, and organizations in other industries. We also serve consumers through online services that enable people to access and understand their FICO® Scores — the standard measure in the U.S. of consumer credit risk — empowering them to increase financial literacy and manage their financial health.

Principles of Consolidation and Basis of Presentation

We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q and the applicable accounting guidance. Consequently, we have not necessarily included all information and footnotes required for audited financial statements. In our opinion, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments, except as otherwise indicated) necessary for a fair presentation of our financial position and results of operations. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with our audited consolidated financial statements and notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. The interim financial information contained in this report is not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year.

The condensed consolidated financial statements include the accounts of FICO and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates

We make estimates and assumptions that affect the amounts reported in the financial statements and the disclosures made in the accompanying notes. For example, we use estimates in determining the appropriate levels of various accruals; variable considerations included in the transaction price and standalone selling price of each performance obligation for our customer contracts; labor hours in connection with fixed-fee service contracts; the amount of our tax provision; and the realizability of deferred tax assets. We also use estimates in determining the remaining economic lives and carrying values of acquired intangible assets, property and equipment, and other long-lived assets. In addition, we use assumptions to estimate the fair value of reporting units and share-based compensation. Actual results may differ from our estimates.

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606, Revenue from Contacts with Customers, in order to align the recognition of a contract liability with the definition of a performance obligation. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, which means that it will be effective for our fiscal year beginning October 1, 2023. Early adoption is permitted. We do not believe that adoption of ASU 2021-08 will have a significant impact on our condensed consolidated financial statements.

We do not expect that any other recently issued accounting pronouncements will have a significant effect on our financial statements.

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2. Fair Value Measurements

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.

•Level 1 — uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. Our Level 1 assets were comprised of money market funds and certain marketable securities and our Level 1 liabilities included senior notes as of December 31, 2022 and September 30, 2022.

•Level 2 — uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. We did not have any assets or liabilities that are valued using inputs identified under a Level 2 hierarchy as of December 31, 2022 and September 30, 2022.

•Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. We did not have any assets or liabilities that are valued using inputs identified under a Level 3 hierarchy as of December 31, 2022 and September 30, 2022.

The following tables represent financial assets that we measured at fair value on a recurring basis at December 31, 2022 and September 30, 2022:


December 31, 2022	Active Markets for Identical Instruments (Level 1)		Fair Value as of December 31, 2022
	(In thousands)
Assets:
Cash equivalents (1)	$	18,166	$	18,166
Marketable securities (2)	26,332		26,332
Total	$	44,498	$	44,498

September 30, 2022	Active Markets for Identical Instruments (Level 1)		Fair Value as of September 30, 2022
	(In thousands)
Assets:
Cash equivalents (1)	$	19,314	$	19,314
Marketable securities (2)	24,515		24,515
Total	$	43,829	$	43,829

(1)Included in cash and cash equivalents on our condensed consolidated balance sheets at December 31, 2022 and September 30, 2022. Not included in these tables are cash deposits of $121.7 million and $113.9 million at December 31, 2022 and September 30, 2022, respectively.

(2)Represents securities held under a supplemental retirement and savings plan for certain officers and senior management employees, which are distributed upon termination or retirement of the employees. Included in marketable securities on our condensed consolidated balance sheets at December 31, 2022 and September 30, 2022.

See Note 7 for the fair value of our senior notes.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the quarters ended December 31, 2022 and 2021.

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3. Derivative Financial Instruments

We use derivative instruments to manage risks caused by fluctuations in foreign exchange rates. The primary objective of our derivative instruments is to protect the value of foreign-currency-denominated receivable and cash balances from the effects of volatility in foreign exchange rates that might occur prior to conversion to their functional currencies. We principally utilize foreign currency forward contracts, which enable us to buy and sell foreign currencies in the future at fixed exchange rates and economically offset changes in foreign exchange rates. We routinely enter into contracts to offset exposures denominated in the British pound, Euro, and Singapore dollar.

Foreign currency-denominated receivable and cash balances are remeasured at foreign exchange rates in effect on the balance sheet date with the effects of changes in foreign exchange rates reported in other income, net. The forward contracts are not designated as hedges and are marked to market through other income, net. Fair value changes in the forward contracts help mitigate the changes in the value of the remeasured receivable and cash balances attributable to changes in foreign exchange rates. The forward contracts are short-term in nature and typically have average maturities at inception of less than three months.

The following tables summarize our outstanding foreign currency forward contracts, by currency, at December 31, 2022 and September 30, 2022:


	December 31, 2022
	Contract Amount				Fair Value
	Foreign Currency		USD		USD
	(In thousands)
Sell foreign currency:

Euro (EUR)	EUR	10,100	$	10,766	$	—
Buy foreign currency:
British pound (GBP)	GBP	7,072	$	8,500	$	—
Singapore dollar (SGD)	SGD	4,688	$	3,500	$	—


	September 30, 2022
	Contract Amount				Fair Value
	Foreign Currency		USD		USD
	(In thousands)
Sell foreign currency:

Euro (EUR)	EUR	13,500	$	13,158	$	—
Buy foreign currency:
British pound (GBP)	GBP	11,848	$	13,100	$	—
Singapore dollar (SGD)	SGD	6,169	$	4,300	$	—

The foreign currency forward contracts were entered into on December 31, 2022 and September 30, 2022; therefore, their fair value was $0 on each of these dates.

Gains on derivative financial instruments were recorded in our condensed consolidated statements of income and comprehensive income as a component of other income, net, and consisted of the following:


	Quarter Ended December 31,
	2022		2021
	(In thousands)
Gains on foreign currency forward contracts	$	1,304	$	562

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4. Goodwill and Intangible Assets

Amortization expense associated with our intangible assets is reflected as a separate operating expense caption — amortization of intangible assets — and is excluded from cost of revenues and selling, general and administrative expenses within the accompanying condensed consolidated statements of income and comprehensive income. Amortization expense consisted of the following:


	Quarter Ended December 31,
	2022		2021
	(In thousands)
Completed technology	$	125	$	125
Customer contracts and relationships	150		419


Total	$	275	$	544

Estimated future intangible asset amortization expense associated with intangible assets existing at December 31, 2022 was as follows:


Year Ending September 30,	(In thousands)
2023 (excluding the quarter ended December 31, 2022)	$	825
2024	917




Total	$	1,742

The following table summarizes changes to goodwill during the quarter ended December 31, 2022, both in total and as allocated to our segments. We have not recognized any goodwill impairment losses to date.


	Scores		Software		Total
	(In thousands)
Balance at September 30, 2022	$	146,648	$	614,419	$	761,067


Foreign currency translation adjustment	—		10,388		10,388

Balance at December 31, 2022	$	146,648	$	624,807	$	771,455

5. Composition of Certain Financial Statement Captions

The following table presents the composition of property and equipment, net and other accrued liabilities at December 31, 2022 and September 30, 2022:


	December 31, 2022		September 30, 2022
	(In thousands)
Property and equipment, net:
Property and equipment	$	112,926	$	112,411
Less: accumulated depreciation and amortization	(97,950)		(94,831)
Total	$	14,976	$	17,580

Other accrued liabilities:
Interest payable	$	6,349	$	21,314
Current operating leases	18,360		19,369
Other	26,669		25,565
Total	$	51,378	$	66,248

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6. Revolving Line of Credit and Term Loan

We have a $600 million unsecured revolving line of credit and a $300 million unsecured term loan with a syndicate of banks that mature on August 19, 2026. Borrowings under the revolving line of credit and term loan can be used for working capital and general corporate purposes and may also be used for the refinancing of existing debt, acquisitions, and the repurchase of our common stock. The term loan requires principal payments in consecutive quarterly installments of $3.75 million on the last business day of each quarter. In November 2022, we amended our credit agreement to replace the LIBOR reference rate with the Secured Overnight Financing Rate (“SOFR”) reference rate. Interest rates on amounts borrowed under the revolving line of credit and term loan are based on (i) an adjusted base rate, which is the greatest of (a) the prime rate, (b) the Federal Funds rate plus 0.5%, and (c) one-month adjusted term SOFR rate plus 1%, plus, in each case, an applicable margin, or (ii) an adjusted term SOFR rate plus an applicable margin. The applicable margin for base rate borrowings and for SOFR borrowings is determined based on our consolidated leverage ratio. The applicable margin for base rate borrowings ranges from 0% to 0.75% per annum and for SOFR borrowings ranges from 1% to 1.75% per annum. In addition, we must pay certain credit facility fees. The revolving line of credit and term loan contain certain restrictive covenants including a maximum consolidated leverage ratio of 3.5 to 1.0, subject to a step up to 4.0 to 1.0 following certain permitted acquisitions and subject to certain conditions, and a minimum interest coverage ratio of 3.0 to 1.0. The credit agreement also contains other covenants typical of unsecured credit facilities.

As of December 31, 2022, we had $350.0 million in borrowings outstanding under the revolving line of credit at a weighted-average interest rate of 5.817%, and $285.0 million in outstanding balance of the term loan at an interest rate of 6.051%, of which $535.0 million was classified as a long-term liability and recorded in long-term debt within the accompanying condensed consolidated balance sheets. We were in compliance with all financial covenants under this credit agreement as of December 31, 2022.

7. Senior Notes

On December 6, 2019, we issued $350 million of senior notes in a private offering to qualified institutional investors (the “2019 Senior Notes”). The 2019 Senior Notes require interest payments semi-annually at a rate of 4.00% per annum and will mature on June 15, 2028.

On December 17, 2021, we issued $550��million of additional senior notes of the same class as the 2019 Senior Notes in a private offering to qualified institutional investors (the “2021 Senior Notes,” and collectively with the 2018 Senior Notes and the 2019 Senior Notes, the “Senior Notes”). The 2021 Senior Notes require interest payments semi-annually at a rate of 4.00% per annum and will mature on June 15, 2028, the same date as the 2019 Senior Notes.

The indentures for the Senior Notes contain certain covenants typical of unsecured obligations and we were in compliance as of December 31, 2022.

The following table presents the face values and fair values for the Senior Notes at December 31, 2022 and September 30, 2022:


	December 31, 2022				September 30, 2022
	Face Value (*)		Fair Value		Face Value (*)		Fair Value
	(In thousands)
The 2018 Senior Notes	$	400,000	$	390,000	$	400,000	$	381,500
The 2019 Senior Notes and the 2021 Senior Notes	900,000		812,250		900,000		767,250
Total	$	1,300,000	$	1,202,250	$	1,300,000	$	1,148,750

(*) The carrying value of the Senior Notes was the face value reduced by the net debt issuance costs of $13.6 million and $14.3 million at December 31, 2022 and September 30, 2022, respectively.

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8. Revenue from Contracts with Customers

Disaggregation of Revenue

The following tables provide information about disaggregated revenue by primary geographical market:


	Quarter Ended December 31, 2022
	Scores		Software		Total		Percentage
	(Dollars in thousands)
Americas	$	173,297	$	117,830	$	291,127	85	%
Europe, Middle East and Africa	1,348		30,992		32,340		9	%
Asia Pacific	3,343		18,060		21,403		6	%
Total	$	177,988	$	166,882	$	344,870	100	%


	Quarter Ended December 31, 2021
	Scores		Software		Total		Percentage
	(Dollars in thousands)
Americas	$	165,712	$	99,185	$	264,897	82	%
Europe, Middle East and Africa	1,493		37,398		38,891		12	%
Asia Pacific	2,282		16,291		18,573		6	%
Total	$	169,487	$	152,874	$	322,361	100	%

The following table provides information about disaggregated revenue for our Software segment by deployment method:


	Quarter Ended December 31,				Percentage of revenues
	2022		2021		2022		2021
	(Dollars in thousands)
On-premises software	$	64,922	$	57,295	45	%	45	%
SaaS software	79,638		69,043		55	%	55	%
Total on-premises and SaaS software	$	144,560	$	126,338	100	%	100	%

The following table provides information about disaggregated revenue for our Software segment by product features:


	Quarter Ended December 31,				Percentage of revenues
	2022		2021		2022		2021
	(Dollars in thousands)
Platform software (*)	$	30,828	$	22,072	21	%	17	%
Non-platform software	113,732		104,266		79	%	83	%
Total on-premises and SaaS software	$	144,560	$	126,338	100	%	100	%

(*) The FICO platform software is a set of interoperable capabilities which use software assets owned and/or governed by FICO for building solutions and services which conform to FICO architectural standards based on key elements of Cloud Native Computing design principles. These standards encompass shared security context and access using FICO standard application programming interfaces.

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The following table provides information about disaggregated revenue for our Software segment by timing of revenue recognition:


	Quarter Ended December 31,				Percentage of revenues
	2022		2021		2022		2021
	(Dollars in thousands)
Software recognized at a point in time (1)	$	11,803	$	7,159	8	%	6	%
Software recognized over contract term (2)	132,757		119,179		92	%	94	%
Total on-premises and SaaS software	$	144,560	$	126,338	100	%	100	%

(1)Includes license portion of our on-premises subscription software and perpetual license, both of which are recognized when the software is made available to the customer, or at the start of the subscription.

(2)Includes maintenance portion and usage-based fees of our on-premises subscription software, maintenance revenue on perpetual licenses, as well as SaaS revenue.

The following table provides information about disaggregated revenue for our Scores segment by distribution method:


	Quarter Ended December 31,				Percentage of revenues
	2022		2021		2022		2021
	(Dollars in thousands)
Business-to-business Scores	$	124,905	$	112,968	70	%	67	%
Business-to-consumer Scores	53,083		56,519		30	%	33	%
Total	$	177,988	$	169,487	100	%	100	%

We derive a substantial portion of revenues from our contracts with the three major consumer reporting agencies, TransUnion, Equifax and Experian. Revenues collectively generated by agreements with these customers accounted for 36% and 38% of our total revenues in the quarters ended December 31, 2022 and 2021, respectively, with two consumer reporting agencies each contributing more than 10% of our total revenues in each of the quarters ended December 31, 2022 and 2021.

Contract Balances

We record a receivable when we satisfy a performance obligation prior to invoicing if only the passage of time is required before payment is due or if we have an unconditional right to consideration before we satisfy a performance obligation. We record a contract asset when we satisfy a performance obligation prior to invoicing but our right to consideration is conditional. We record deferred revenue when the payment is made or due before we satisfy a performance obligation.

Receivables at December 31, 2022 and September 30, 2022 consisted of the following:


	December 31, 2022		September 30, 2022
	(In thousands)
Billed	$	183,266	$	203,351
Unbilled	175,200		165,386
	358,466		368,737
Less: allowance for doubtful accounts	(4,218)		(4,218)
Net receivables	354,248		364,519
Less: long-term receivables (*)	(46,014)		(42,109)
Short-term receivables (*)	$	308,234	$	322,410

(*) Short-term receivables and long-term receivables were recorded in accounts receivable, net and other assets, respectively, within the accompanying condensed consolidated balance sheets.

Deferred revenue primarily relates to our maintenance and SaaS contracts billed annually in advance and generally recognized ratably over the term of the service period. Significant changes in the deferred revenues balances are as follows:

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	Quarter Ended December 31, 2022
	(In thousands)
Deferred revenues, beginning balance (*)	$	126,560
Revenue recognized that was included in the deferred revenues balance at the beginning of the period	(55,674)
Increases due to billings, excluding amounts recognized as revenue during the period	62,702

Deferred revenues, ending balance (*)	$	133,588

(*) Deferred revenues at December 31, 2022 included current portion of $126.9 million and long-term portion of $6.7 million that were recorded in deferred revenue and other liabilities, respectively, within the condensed consolidated balance sheets.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to provide customers with financing or to receive financing from our customers. Examples include multi-year on-premises licenses that are invoiced annually with revenue recognized upfront and invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period.

Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. This does not include:

•Usage-based revenue that will be recognized in future periods from on-premises software subscriptions;

•Consumption-based variable fees from SaaS software that will be recognized in the distinct service period during which it is earned; and

•Revenue from variable considerations that will be recognized in accordance with the “right-to-invoice” practical expedient, such as fees from our professional services billed based on a time and materials basis.

Revenue allocated to remaining performance obligations was $406.8 million as of December 31, 2022, approximately 51% of which we expect to recognize over the next 17 months and the remainder thereafter. Revenue allocated to remaining performance obligations was $357.4 million as of September 30, 2022.

9. Income Taxes

Effective Tax Rate

The effective income tax rate was 17.2% and 18.9% during the quarters ended December 31, 2022 and 2021, respectively. The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year. The effective tax rate in any quarter can also be affected positively or negatively by adjustments that are required to be reported in the specific quarter of resolution.

The effective tax rates for the quarters ended December 31, 2022 and 2021 were both favorably impacted by the recording of excess tax benefits relating to stock awards. The impact is dependent upon grants of share-based compensation and the future stock price in relation to the fair value of awards on the grant date. The increase in stock price for awards that vested in December 2022 resulted in an increased net excess tax benefit for the quarter ended December 31, 2022, as compared to the quarter ended December 31, 2021.

A provision enacted as part of the 2017 Tax Cuts and Jobs Act requires companies to capitalize research and experimental expenditures for tax purposes. The provision is effective for fiscal years beginning after December 31, 2021, which means that it was effective for our fiscal year beginning October 1, 2022. While this provision is not expected to have a material impact on our fiscal 2023 effective tax rate, we expect our fiscal 2023 cash tax payments and related deferred tax asset positions to increase significantly compared to fiscal 2022.

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The total unrecognized tax benefit for uncertain tax positions was estimated to be $13.8 million and $13.0 million at December 31, 2022 and September 30, 2022, respectively. We recognize interest expense related to unrecognized tax benefits and penalties as part of the provision for income taxes in our condensed consolidated statements of income and comprehensive income. We accrued interest of $0.7 million and $0.5 million related to unrecognized tax benefits as of December 31, 2022 and September 30, 2022, respectively.

10. Share-Based Employee Benefit Plans

We maintain the 2021 Long-Term Incentive Plan (the “2021 Plan”) under which we grant equity awards, including stock options, stock appreciation rights, restricted stock awards, stock unit awards and other share-based awards. All employees, consultants and advisors of FICO or any subsidiary, as well as all non-employee directors, are eligible to receive awards under the 2021 Plan. Stock option awards have a maximum term of ten years. In general, stock option awards and stock unit awards not subject to market or performance conditions vest annually over four years. Stock unit awards subject to market or performance conditions generally vest annually over three years based on the achievement of specified criteria.

We also maintain the 2019 Employee Stock Purchase Plan (the “2019 Purchase Plan”) under which we are authorized to issue up to 1,000,000 shares of our common stock to eligible employees. Eligible employees may elect to have up to 15% of their eligible pay withheld through payroll deductions to purchase FICO common stock during semi-annual offering periods. The purchase price of the stock is 85% of the closing sales price of FICO common stock on the last trading day of each offering period. Offering period means the approximately six-month periods commencing (a) on the first trading day on or after September 1 and terminating on the last trading day in the following February, and (b) on the first trading day on or after March 1 and terminating on the last trading day in the following August. No shares were purchased under the 2019 Purchase Plan during the quarter ended December 31, 2022.

Restricted Stock Units

The following table summarizes restricted stock unit activity during the quarter ended December 31, 2022:


	Shares	Weighted-average Grant-date Fair Value
	(In thousands)
Outstanding at September 30, 2022	415	$	398.07
Granted	149	610.04
Released	(146)	349.76
Forfeited	(18)	420.56
Outstanding at December 31, 2022	400	$	493.36

Performance Share Units

The following table summarizes performance share unit activity during the quarter ended December 31, 2022:


	Shares	Weighted-average Grant-date Fair Value
	(In thousands)
Outstanding at September 30, 2022	144	$	432.73
Granted	30	615.45
Released	(66)	428.90
Forfeited	(10)	436.82
Outstanding at December 31, 2022	98	$	490.75

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Market Share Units

The following table summarizes market share unit activity during the quarter ended December 31, 2022:


	Shares	Weighted-average Grant-date Fair Value
	(In thousands)
Outstanding at September 30, 2022	92	$	586.91
Granted	58	733.42
Released	(69)	502.41
Forfeited	(7)	642.47
Outstanding at December 31, 2022	74	$	773.82

Stock Options

The following table summarizes option activity during the quarter ended December 31, 2022:


	Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term	Aggregate Intrinsic Value
	(In thousands)			(In years)	(In thousands)
Outstanding at September 30, 2022	209	$	247.56
Granted	2	615.45
Exercised	(20)	102.15

Outstanding at December 31, 2022	191	$	266.44	3.35	$	63,594
Exercisable at December 31, 2022	164	$	236.68	3.00	$	59,350
Vested or expected to vest at December 31, 2022	190	$	264.95	3.33	$	63,366

11. Earnings per Share

The following table presents reconciliations for the numerators and denominators of basic and diluted earnings per share (“EPS”) for the quarters ended December 31, 2022 and 2021:


	Quarter Ended December 31,
	2022		2021
	(In thousands, except per share data)
Numerator for diluted and basic earnings per share:
Net income	$	97,643	$	84,959
Denominator — share:
Basic weighted-average shares	25,045		27,167
Effect of dilutive securities	398		357
Diluted weighted-average shares	25,443		27,524
Earnings per share:
Basic	$	3.90	$	3.13
Diluted	$	3.84	$	3.09

Anti-dilutive share-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.

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12. Segment Information

We are organized into two reportable segments: Scores and Software. Although we sell solutions and services to a large number of end user product and industry markets, our reportable business segments reflect the primary method in which management organizes and evaluates internal financial information to make operating decisions and assess performance.

•Scores. This segment includes our business-to-business (“B2B”) scoring solutions and services which give our clients access to predictive credit and other scores that can be easily integrated into their transaction streams and decision-making processes. This segment also includes our business-to-consumer (“B2C”) scoring solutions, including our myFICO.com subscription offerings.

•Software. This segment includes pre-configured analytic and decision management solutions designed for a specific type of business need or process — such as account origination, customer management, customer engagement, fraud detection, and marketing — as well as associated professional services. This segment also includes FICO® Platform, a modular software offering designed to support advanced analytic and decision use cases, as well as stand-alone analytic and decisioning software that can be configured by our customers to address a wide variety of business use cases. These offerings are available to our customers as SaaS or as on-premises software.

Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, evaluates segment financial performance based on segment revenues and segment operating income. Segment operating expenses consist of direct and indirect costs principally related to personnel, facilities, IT infrastructure, consulting, travel and depreciation. Indirect costs are allocated to the segments generally based on relative segment revenues, fixed rates established by management based upon estimated expense contribution levels and other assumptions that management considers reasonable. We do not allocate broad-based incentive expense, share-based compensation expense, restructuring and acquisition-related expense, amortization expense, various corporate charges and certain other income and expense measures to our segments. These income and expense items are not allocated because they are not considered in evaluating the segment’s operating performance. Our CODM does not evaluate the financial performance of each segment based on its respective assets or capital expenditures; rather, depreciation amounts are allocated to the segments from their internal cost centers as described above.

We have recast certain prior period amounts within this note to conform to the way we internally managed and monitored segment performance during the current fiscal year, reflecting immaterial movements of business activities between segments and changes in cost allocations.

The following tables summarize segment information for the quarters ended December 31, 2022 and 2021:


	Quarter Ended December 31, 2022
	Scores		Software		Unallocated Corporate Expenses		Total
	(In thousands)
Segment revenues:
On-premises and SaaS software	$	—	$	144,560	$	—	$	144,560
Professional services	—		22,322		—		22,322
Scores	177,988		—		—		177,988
Total segment revenues	177,988		166,882		—		344,870
Segment operating expense	(21,296)		(121,117)		(34,082)		(176,495)
Segment operating income	$	156,692	$	45,765	$	(34,082)	168,375
Unallocated share-based compensation expense							(29,702)
Unallocated amortization expense							(275)

Unallocated gain on product line asset sale							1,941
Operating income							140,339
Unallocated interest expense, net							(22,800)
Unallocated other income, net							364
Income before income taxes							$	117,903
Depreciation expense	$	151	$	2,974	$	22	$	3,147

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	Quarter Ended December 31, 2021
	Scores		Software		Unallocated Corporate Expenses		Total
	(In thousands)
Segment revenues:
On-premises and SaaS software	$	—	$	126,338	$	—	$	126,338
Professional services	—		26,536		—		26,536
Scores	169,487		—		—		169,487
Total segment revenues	169,487		152,874		—		322,361
Segment operating expense	(21,164)		(118,037)		(37,152)		(176,353)
Segment operating income	$	148,323	$	34,837	$	(37,152)	146,008
Unallocated share-based compensation expense							(29,878)
Unallocated amortization expense							(544)


Operating income							115,586
Unallocated interest expense, net							(12,195)
Unallocated other income, net							1,429
Income before income taxes							$	104,820
Depreciation expense	$	192	$	3,877	$	29	$	4,098

13. Contingencies

We are in disputes with certain customers regarding amounts owed in connection with the sale of certain of our products and services. We also have had claims asserted by former employees relating to compensation and other employment matters. We are also involved in various other claims and legal actions arising in the ordinary course of business. We record litigation accruals for legal matters which are both probable and estimable. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), we have determined we do not have material exposure on an aggregate basis.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Statements contained in this report that are not statements of historical fact should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). In addition, certain statements in our future filings with the Securities and Exchange Commission (“SEC”), in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact constitute forward-looking statements within the meaning of the PSLRA. Examples of forward-looking statements include, but are not limited to: (i) projections of revenue, income or loss, expenses, earnings or loss per share, the payment or nonpayment of dividends, share repurchases, capital structure and other statements concerning future financial performance; (ii) statements of our plans and objectives by our management or Board of Directors, including those relating to products or services, research and development, and the sufficiency of capital resources; (iii) statements of assumptions underlying such statements, including those related to economic conditions; (iv) statements regarding results of business combinations or strategic divestitures; (v) statements regarding business relationships with vendors, customers or collaborators, including the proportion of revenues generated from international as opposed to domestic customers; and (vi) statements regarding products and services, their characteristics, performance, sales potential or effect in use by customers. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “should,” “potential,” “goals,” “strategy,” “outlook,” “plan,” “estimated,” “will,” variations of these terms and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and in subsequent filings with the SEC. The performance of our business and our securities may be adversely affected by these factors and by other factors common to other businesses and investments, or to the general economy. Forward-looking statements are qualified by some or all of these risk factors. Therefore, you should consider these risk factors with caution and form your own critical and independent conclusions about the likely effect of these risk factors on our future performance. Such forward-looking statements speak only as of the date on which statements are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances. Readers should carefully review the disclosures and the risk factors described in this and other documents we file from time to time with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

OVERVIEW

We were founded in 1956 on the premise that data, used intelligently, can improve business decisions. Today, FICO’s software and the widely used FICO® Score operationalize analytics, enabling thousands of businesses in nearly 120 countries to uncover new opportunities, make timely decisions that matter, and execute them at scale. Most leading banks and credit card issuers rely on our solutions, as do insurers, retailers, telecommunications providers, automotive lenders, consumer reporting agencies, public agencies, and organizations in other industries. We also serve consumers through online services that enable people to access and understand their FICO® Scores — the standard measure in the U.S. of consumer credit risk — empowering them to increase financial literacy and manage their financial health.

Our business consists of two operating segments: Scores and Software.

Our Scores segment includes our business-to-business (“B2B”) scoring solutions and services which give our clients access to predictive credit and other scores that can be easily integrated into their transaction streams and decision-making processes. This segment also includes our business-to-consumer (“B2C”) scoring solutions, including our myFICO.com subscription offerings.

Our Software segment includes pre-configured analytic and decision management solutions designed for a specific type of business need or process — such as account origination, customer management, customer engagement, fraud detection, and marketing — as well as associated professional services. This segment also includes FICO® Platform, a modular software offering designed to support advanced analytic and decision use cases, as well as stand-alone analytic and decisioning software that can be configured by our customers to address a wide variety of business use cases. Our offerings are available to our customers as software-as-a-service (“SaaS”) or as on-premises software.

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Highlights from the quarter ended December 31, 2022

•Total revenue was $344.9 million during the quarter ended December 31, 2022, a 7% increase from the quarter ended December 31, 2021.

•Total revenue for our Scores segment was $178.0 million during the quarter ended December 31, 2022, a 5% increase from the quarter ended December 31, 2021.

•Annual Recurring Revenue for our Software segment as of December 31, 2022 was $582.9 million, an 11% increase from December 31, 2021.

•Dollar-Based Net Retention Rate for our Software segment was 110% during the quarter ended December 31, 2022.

•Operating income was $140.3 million during the quarter ended December 31, 2022, a 21% increase from the quarter ended December 31, 2021.

•Net income was $97.6 million during the quarter ended December 31, 2022, a 15% increase from the quarter ended December 31, 2021.

•Diluted EPS was $3.84 during the quarter ended December 31, 2022, a 24% increase from the quarter ended December 31, 2021.

•Cash flows from operations were $92.4 million during the quarter ended December 31, 2022, compared with $124.9 million during the quarter ended December 31, 2021.

•Cash and cash equivalents were $139.9 million as of December 31, 2022, compared with $133.2 million as of September 30, 2022.

•Total debt balance was $1.9 billion as of December 31, 2022 and September 30, 2022.

•Total share repurchases during the quarter ended December 31, 2022 were $75.0 million, compared with $493.6 million during the quarter ended December 31, 2021.

Key performance metrics for Software segment

Annual Contract Value Bookings (“ACV Bookings”)

Management regards ACV Bookings as an important indicator of future revenues, but they are not comparable to, nor are they a substitute for, an analysis of our revenues and other U.S. generally accepted accounting principles (“U.S. GAAP”) measures. We define ACV Bookings as the average annualized value of software contracts signed in the current reporting period that generate current and future on-premises and SaaS software revenue. We only include contracts with an initial term of at least 24 months and we exclude perpetual licenses and other software revenues that are non-recurring in nature. For renewals of existing software subscription contracts, we count only incremental annual revenue expected over the current contract as ACV Bookings.

ACV Bookings is calculated by dividing the total expected contract value by the contract term in years. The expected contract value equals the fixed amount — including guaranteed minimums, if any — stated in the contract, plus estimates of future usage-based fees. We develop estimates from discussions with our customers and examinations of historical data from similar products and customer arrangements. Differences between estimates and actual results occur due to variability in the estimated usage. This variability can be the result of the economic trends in our customers’ industries; individual performance of our customers relative to their competitors; and regulatory and other factors that affect the business environment in which our customers operate.

We disclose estimated revenue expected to be recognized in the future related to remaining performance obligations in Note 8 to the accompanying condensed consolidated financial statements. However, we believe ACV Bookings is a more meaningful measure of our business as it includes estimated revenues and future billings excluded from Note 8, such as usage-based fees and guaranteed minimums derived from our on-premises software licenses, among others.

The following table summarizes our ACV Bookings during the periods indicated:


	Quarter Ended December 31,
	2022		2021
	(In millions)
Total on-premises and SaaS software (*)	$	21.5	$	16.4

(*) During the quarter ended December 31, 2022, we sold certain assets related to our Siron compliance business. The amounts above exclude this product line for all periods presented.

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Annual Recurring Revenue (“ARR”)

Accounting Standards Codification Topic 606, Revenue from Contacts with Customers, requires us to recognize a significant portion of revenue from our on-premises software subscriptions at the point in time when the software is first made available to the customer, or at the beginning of the subscription term, despite the fact that our contracts typically call for billing these amounts ratably over the life of the subscription. The remaining portion of our on-premises software subscription revenue including maintenance and usage-based fees are recognized over the life of the contract. This point-in-time recognition of a portion of our on-premises software subscription revenue creates significant variability in the revenue recognized period to period based on the timing of the subscription start date and the subscription term. Furthermore, this point-in-time revenue recognition can create a significant difference between the timing of our revenue recognition and the actual customer billing under the contract. We use ARR to measure the underlying performance of our subscription-based contracts and mitigate the impact of this variability. ARR is defined as the annualized revenue run-rate of on-premises and SaaS software agreements within a quarterly reporting period, and as such, is different from the timing and amount of revenue recognized. All components of our software licensing and subscription arrangements that are not expected to recur (primarily perpetual licenses) are excluded. We calculate ARR as the quarterly recurring revenue run-rate multiplied by four.

The following table summarizes our ARR for on-premises and SaaS software at each of the dates presented:


	March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021			March 31, 2022			June 30, 2022			September 30, 2022			December 31, 2022
ARR (*)	(In millions)
Platform (**)	$	58.2		$	66.0		$	73.6		$	90.9		$	95.4		$	107.2		$	113.1		$	132.8
Non-platform	418.5			425.6			427.7			433.4			430.6			432.3			437.0			450.1
Total	$	476.7		$	491.6		$	501.3		$	524.3		$	526.0		$	539.5		$	550.1		$	582.9

Percentage
Platform	12		%	13		%	15		%	17		%	18		%	20		%	21		%	23		%
Non-platform	88		%	87		%	85		%	83		%	82		%	80		%	79		%	77		%
Total	100		%	100		%	100		%	100		%	100		%	100		%	100		%	100		%

YoY Change
Platform	48		%	58		%	61		%	71		%	64		%	62		%	54		%	46		%
Non-platform	(4)		%	1		%	—		%	3		%	3		%	2		%	2		%	4		%
Total	—		%	6		%	6		%	11		%	10		%	10		%	10		%	11		%

(*) During the quarter ended December 31, 2022, we sold certain assets related to our Siron compliance business, and during fiscal 2021, we divested our Collections and Recovery (“C&R”) business. The amounts and percentages above exclude this product line and business at all dates presented.

(**) The FICO platform software is a set of interoperable capabilities which use software assets owned and/or governed by FICO for building solutions and services which conform to FICO architectural standards based on key elements of Cloud Native Computing design principles. These standards encompass shared security context and access using FICO standard application programming interfaces.

Dollar-Based Net Retention Rate (“DBNRR”)

We consider DBNRR to be an important measure of our success in retaining and growing revenue from our existing customers. To calculate DBNRR for any period, we compare the ARR at the end of the prior comparable quarter (“base ARR”) to the ARR from that same cohort of customers at the end of the current quarter (“retained ARR”); we then divide the retained ARR by the base ARR to arrive at the DBNRR. Our calculation includes the positive impact among this cohort of customers of selling additional products, price increases and increases in usage-based fees, and the negative impact of customer attrition, price decreases, and decreases in usage-based fees during the period. However, the calculation does not include the positive impact from sales to any new customers acquired during the period. Our DBNRR may increase or decrease from period to period as a result of various factors, including the timing of new sales and customer renewal rates.

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The following table summarizes our DBNRR for on-premises and SaaS software for each of the periods presented:


	Quarter Ended
	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022		December 31, 2022
DBNRR (*)
Platform	134	%	142	%	146	%	146	%	144	%	137	%	129	%	130	%
Non-platform	95	%	100	%	100	%	102	%	102	%	101	%	101	%	103	%
Total	99	%	104	%	105	%	109	%	109	%	109	%	109	%	110	%

(*) During the quarter ended December 31, 2022, we sold certain assets related to our Siron compliance business, and during fiscal 2021, we divested our C&R business. The percentages above exclude this product line and business for all periods presented.

RESULTS OF OPERATIONS

We are organized into two reportable segments: Scores and Software. Although we sell solutions and services into a large number of end user product and industry markets, our reportable business segments reflect the primary method in which management organizes and evaluates internal financial information to make operating decisions and assess performance.

Segment revenues, operating income, and related financial information, including disaggregation of revenue, are set forth in Note 8 and Note 12 to the accompanying condensed consolidated financial statements.

Revenues

The following tables set forth certain summary information on a segment basis related to our revenues for the quarters ended December 31, 2022 and 2021:


	Quarter Ended December 31,				Percentage of Revenues				Period-to-Period Change		Period-to-Period Percentage Change
Segment	2022		2021		2022		2021
	(In thousands)								(In thousands)
Scores	$	177,988	$	169,487	52	%	53	%	$	8,501	5	%
Software	166,882		152,874		48	%	47	%	14,008		9	%
Total	$	344,870	$	322,361	100	%	100	%	22,509		7	%

Scores

Scores segment revenues increased $8.5 million due to an increase of $11.9 million in our business-to-business scores revenue, partially offset by a decrease of $3.4 million in our business-to-consumer revenue. The increase in business-to-business scores revenue was primarily attributable to a multi-year license renewal, higher unit prices across several business-to-business offerings and an increase in unsecured credit originations volume, partially offset by a decrease in mortgage originations volume during the quarter ended December 31, 2022. The decrease in business-to-consumer revenue was primarily attributable to a decrease in direct sales generated from the myFICO.com website.

Software


	Quarter Ended December 31,				Period-to-Period Change		Period-to-Period Percentage Change
	2022		2021
	(In thousands)				(In thousands)
On-premises and SaaS software	$	144,560	$	126,338	$	18,222	14	%
Professional services	22,322		26,536		(4,214)		(16)	%
Total	$	166,882	$	152,874	14,008		9	%

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Software segment revenues increased $14.0 million due to an $18.2 million increase in our on-premises and SaaS software revenue, partially offset by a $4.2 million decrease in services revenue. The increase in our on-premises and SaaS software revenue was attributable to a $9.4 million increase in our non-platform software revenue and an $8.8 million increase in our platform software revenue. The decrease in services revenue was primarily attributable to our strategic shift to emphasize software over services.

Operating Expenses and Other Income, Net

The following tables set forth certain summary information related to our condensed consolidated statements of income and comprehensive income for the quarters ended December 31, 2022 and 2021:


	Quarter Ended December 31,				Percentage of Revenues				Period-to-Period Change		Period-to- Period Percentage Change
	2022		2021		2022		2021
	(In thousands, except employees)								(In thousands, except employees)
Revenues	$	344,870	$	322,361	100	%	100	%	$	22,509	7	%
Operating expenses:
Cost of revenues	76,569		69,203		22	%	21	%	7,366		11	%
Research and development	36,633		38,980		11	%	12	%	(2,347)		(6)	%
Selling, general and administrative	92,995		98,048		27	%	31	%	(5,053)		(5)	%
Amortization of intangible assets	275		544		—	%	—	%	(269)		(49)	%

Gain on product line asset sale	(1,941)		—		(1)	%	—	%	(1,941)		—	%
Total operating expenses	204,531		206,775		59	%	64	%	(2,244)		(1)	%
Operating income	140,339		115,586		41	%	36	%	24,753		21	%
Interest expense, net	(22,800)		(12,195)		(7)	%	(4)	%	(10,605)		87	%
Other income, net	364		1,429		—	%	—	%	(1,065)		(75)	%
Income before income taxes	117,903		104,820		34	%	32	%	13,083		12	%
Provision for income taxes	20,260		19,861		6	%	6	%	399		2	%
Net income	$	97,643	$	84,959	28	%	26	%	12,684		15	%
Number of employees at quarter end	3,305		3,516						(211)		(6)	%

Cost of Revenues

Cost of revenues consists primarily of employee salaries, incentives, and benefits for personnel directly involved in delivering software products, operating SaaS infrastructure, and providing support, implementation and consulting services; overhead, facilities and data center costs; software royalty fees; credit bureau data and processing services; third-party hosting fees related to our SaaS services; travel costs; and outside services.

The quarter-over-prior year quarter increase in cost of revenues of $7.4 million was primarily attributable to a $9.2 million increase in personnel and labor costs and a $0.5 million increase in travel costs, partially offset by a $2.2 million decrease in direct materials costs. The increase in personnel and labor costs was primarily attributable to increases in employee time allocated to cost of revenues and headcount. The increase in travel costs was primarily attributable to relaxed COVID-19 related restrictions. The decrease in direct materials costs was primarily attributable to a decrease in telecommunications costs to support FICO® Customer Communications Services revenue and a decrease in credit bureau data costs associated with decreased business-to-consumer scoring solutions revenue through the myFICO.com website. Cost of revenues as a percentage of revenues increased to 22% during the quarter ended December 31, 2022 from 21% during the quarter ended December 31, 2021, primarily due to an increase in personnel and labor costs.

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Research and Development

Research and development expenses include personnel and related overhead costs incurred in the development of new products and services, including research of mathematical and statistical models and development of new versions of Software products.

The quarter-over-prior year quarter decrease in research and development expenses of $2.3 million was primarily attributable to a $2.8 million decrease in personnel and labor costs as a result of decreased headcount, partially offset by a $0.5 million increase in software royalty fees. Research and development expenses as a percentage of revenues decreased to 11% during the quarter ended December 31, 2022 from 12% during the quarter ended December 31, 2021.

Selling, General and Administrative

Selling, general and administrative expenses consist principally of employee salaries, incentives, commissions and benefits; travel costs; overhead costs; advertising and other promotional expenses; corporate facilities expenses; legal expenses; and business development expenses.

The quarter-over-prior year quarter decrease in selling, general and administrative expenses of $5.1 million was primarily attributable to a $5.5 million decrease in personnel and labor costs and a $2.6 million decrease in facilities and infrastructure costs, partially offset by a $1.5 million increase in travel costs and a $1.1 million increase in marketing costs. The decrease in personnel and labor costs was primarily a result of decreases in employee time allocated to these expenses and headcount. The decrease in facilities and infrastructure costs was primarily attributable to a favorable adjustment from the termination of an office lease related to our consolidation of office space. The increases in travel and marketing costs were primarily driven by increased advertising costs and increased travel for marketing and communication events as certain COVID-19 related restrictions have been relaxed. Selling, general and administrative expenses as a percentage of revenues decreased to 27% during the quarter ended December 31, 2022 from 31% during the quarter ended December 31, 2021.

Amortization of Intangible Assets

Amortization of intangible assets consists of expense related to intangible assets recorded in connection with our acquisitions. Our finite-lived intangible assets, consisting primarily of completed technology and customer contracts and relationships, are amortized using the straight-line method over periods ranging from five to ten years.

Amortization expense was $0.3 million during the quarter ended December 31, 2022 compared to $0.5 million during the quarter ended December 31, 2021.

Gain on Product Line Asset Sale

The $1.9 million gain on product line asset sale during the quarter ended December 31, 2022 was attributable to the sale of certain assets related to our Siron compliance business in the quarter ended December 31, 2022.

Interest Expense, Net

Interest expense includes interest on the senior notes issued in December 2021, December 2019 and May 2018, as well as interest and credit agreement fees on the revolving line of credit and term loan. On our condensed consolidated statements of income and comprehensive income, interest expense is netted with interest income, which is derived primarily from the investment of funds in excess of our immediate operating requirements.

The quarter-over-prior year quarter increase in interest expense of $10.6 million was primarily attributable to a higher average outstanding debt balance, as well as a higher average interest rate on our revolving line of credit and term loan during the quarter ended December 31, 2022.

Other Income, Net

Other income, net consists primarily of unrealized investment gains/losses and realized gains/losses on certain investments classified as trading securities, exchange rate gains/losses resulting from remeasurement of foreign-currency-denominated receivable and cash balances held by our various reporting entities into their respective functional currencies at period-end market rates, net of the impact of offsetting foreign currency forward contracts, and other non-operating items.

The quarter-over-prior year quarter decrease in other income, net of $1.1 million was primarily attributable to an increase in foreign currency exchange losses and a decrease in dividend income on investments classified as trading securities in our supplemental retirement and savings plan.

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Provision for Income Taxes

Operating Income

The following tables set forth certain summary information on a segment basis related to our operating income for the quarters ended December 31, 2022 and 2021.


	Quarter Ended December 31,				Period-to-Period Change		Period-to-Period Percentage Change
Segment	2022		2021
	(In thousands)				(In thousands)
Scores	$	156,692	$	148,323	$	8,369	6	%
Software	45,765		34,837		10,928		31	%
Unallocated corporate expenses	(34,082)		(37,152)		3,070		(8)	%
Total segment operating income	168,375		146,008		22,367		15	%
Unallocated share-based compensation	(29,702)		(29,878)		176		(1)	%
Unallocated amortization expense	(275)		(544)		269		(49)	%

Unallocated gain on product line asset sale	1,941		—		1,941		—	%
Operating income	$	140,339	$	115,586	24,753		21	%


	Scores								Software
	Quarter Ended December 31,				Percentage of Revenues				Quarter Ended December 31,				Percentage of Revenues
	2022		2021		2022		2021		2022		2021		2022		2021
	(In thousands)								(In thousands)
Segment revenues	$	177,988	$	169,487	100	%	100	%	$	166,882	$	152,874	100	%	100	%
Segment operating expense	(21,296)		(21,164)		(12)	%	(12)	%	(121,117)		(118,037)		(73)	%	(77)	%
Segment operating income	$	156,692	$	148,323	88	%	88	%	$	45,765	$	34,837	27	%	23	%

The quarter-over-prior year quarter increase in operating income of $24.8 million was primarily attributable to a $22.5 million increase in segment revenues, a $3.1 million decrease in corporate expenses, and a $1.9 million gain on product line asset sale during the quarter ended December 31, 2022, partially offset by a $3.2 million increase in segment operating expenses.

At the segment level, the quarter-over-prior year quarter increase in segment operating income of $22.4 million was the result of a $10.9 million increase in our Software segment operating income, an $8.4 million increase in our Scores segment operating income, and a $3.1 million decrease in corporate expenses.

The quarter-over-prior year quarter increase in Scores segment operating income of $8.4 million was due to an $8.5 million increase in segment revenue, partially offset by a $0.1 million increase in segment operating expenses. Segment operating income as a percentage of segment revenue for Scores was 88%, consistent with the quarter ended December 31, 2021.

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The quarter-over-prior year quarter increase in Software segment operating income of $10.9 million was due to a $14.0 million increase in segment revenue, partially offset by a $3.1 million increase in segment operating expenses. Segment operating income as a percentage of segment revenue for Software increased to 27% from 23%, primarily attributable to an increase in higher-margin license revenue recognized at a point in time and a decrease in sales of our lower-margin professional services.

CAPITAL RESOURCES AND LIQUIDITY

Outlook

As of December 31, 2022, we had $139.9 million in cash and cash equivalents, which included $117.0 million held by our foreign subsidiaries. We believe our cash and cash equivalents balances, including those held by our foreign subsidiaries, as well as available borrowings from our $600 million revolving line of credit and anticipated cash flows from operating activities, will be sufficient to fund our working and other capital requirements for at least the next 12 months and thereafter for the foreseeable future, including the $15.0 million principal payments on our term loan due over the next 12 months. Under our current financing arrangements, we have no other significant debt obligations maturing over the next 12 months. For jurisdictions outside the U.S. where cash may be repatriated in the future, the Company expects the net impact of any repatriations to be immaterial to the Company’s overall tax liability.

In the normal course of business, we evaluate the merits of acquiring technology or businesses, or establishing strategic relationships with or investing in these businesses. We may elect to use available cash and cash equivalents to fund such activities in the future. In the event additional needs for cash arise, or if we refinance our existing debt, we may raise additional funds from a combination of sources, including the potential issuance of debt or equity securities. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to take advantage of unanticipated opportunities or respond to competitive pressures could be limited.

Summary of Cash Flows


	Quarter Ended December 31,				Period-to-Period Change
	2022		2021
	(In thousands)
Cash provided by (used in):
Operating activities	$	92,440	$	124,881	$	(32,441)
Investing activities	(10,590)		(1,272)		(9,318)
Financing activities	(79,624)		(155,429)		75,805
Effect of exchange rate changes on cash	4,428		(1,377)		5,805
Increase (decrease) in cash and cash equivalents	$	6,654	$	(33,197)	39,851

Cash Flows from Operating Activities

Our primary method for funding operations and growth has been through cash flows generated from operating activities. Net cash provided by operating activities decreased to $92.4 million during the quarter ended December 31, 2022 from $124.9 million during the quarter ended December 31, 2021. The $32.4 million decrease was attributable to the timing of receipts and payments in our ordinary course of business that contributed $29.1 million of the decrease and a $16.0 million decrease in non-cash items. The decrease was partially offset by a $12.7 million increase in net income.

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Cash Flows from Investing Activities

Net cash used in investing activities increased to $10.6 million for the quarter ended December 31, 2022 from $1.3 million for the quarter ended December 31, 2021. The $9.3 million increase was primarily attributable to a $9.8 million decrease in cash proceeds from the product line asset sales, net of cash transferred.

Cash Flows from Financing Activities

Net cash used in financing activities decreased to $79.6 million for the quarter ended December 31, 2022 from $155.4 million for the quarter ended December 31, 2021. The $75.8 million decrease was primarily attributable to a $407.8 million decrease in repurchases of common stock and a $234.3 million decrease in payments, net of proceeds, on our revolving line of credit, partially offset by a $550.0 million decrease in proceeds from the issuance of senior notes and a $25.8 million increase in taxes paid related to net share settlement of equity awards.

Repurchases of Common Stock

In October 2022, our Board of Directors approved a new stock repurchase program replacing our previously authorized program. This program is open-ended and authorizes repurchases of shares of our common stock up to an aggregate cost of $500.0 million in the open market or in negotiated transactions.

During the quarters ended December 31, 2022 and 2021, we expended $75.0 million and $493.6 million, respectively, under our previously authorized stock repurchase programs and the October 2022 program. As of December 31, 2022, we had $451.1 million remaining under the October 2022 program.

Revolving Line of Credit and Term Loan

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Senior Notes

On May 8, 2018, we issued $400 million of senior notes in a private offering to qualified institutional investors (the “2018 Senior Notes”). The 2018 Senior Notes require interest payments semi-annually at a rate of 5.25% per annum and will mature on May 15, 2026. On December 6, 2019, we issued $350 million of senior notes in a private offering to qualified institutional investors (the “2019 Senior Notes”). The 2019 Senior Notes require interest payments semi-annually at a rate of 4.00% per annum and will mature on June 15, 2028. On December 17, 2021, we issued $550 million of additional senior notes of the same class as the 2019 Senior Notes in a private offering to qualified institutional investors (the “2021 Senior Notes,” and collectively with the 2018 Senior Notes and the 2019 Senior Notes, the “Senior Notes”). The 2021 Senior Notes require interest payments semi-annually at a rate of 4.00% per annum and will mature on June 15, 2028, the same date as the 2019 Senior Notes. The indentures for the Senior Notes contain certain covenants typical of unsecured obligations. As of December 31, 2022, the carrying value of the Senior Notes was $1.3 billion and we were in compliance with all financial covenants under these obligations.

CRITICAL ACCOUNTING ESTIMATES

We prepare our consolidated financial statements in conformity with U.S. GAAP. These accounting principles require management to make certain judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We periodically evaluate our estimates including those relating to revenue recognition, goodwill and other intangible assets resulting from business acquisitions, share-based compensation, income taxes and contingencies and litigation. We base our estimates on historical experience and various other assumptions that we believe to be reasonable based on the specific circumstances, the results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and such differences could be material to our financial condition and results of operations. Critical accounting estimates are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations.

We believe the following discussion addresses our most critical accounting estimates, which involve significant subjectivity and judgment, and changes to such estimates or assumptions could have a material impact on our financial condition or operating results. Therefore, we consider an understanding of the variability and judgment required in making these estimates and assumptions to be critical in fully understanding and evaluating our reported financial results.

Revenue Recognition

Contracts with Customers

Our revenue is primarily derived from on-premises software and SaaS subscriptions, professional services, and scoring services. For contracts with customers that contain various combinations of products and services, we evaluate whether the products or services are distinct — distinct products or services will be accounted for as separate performance obligations, while non-distinct products or services are combined with others to form a single performance obligation. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative standalone selling price (“SSP”) basis. Revenue is recognized when control of the promised goods or services is transferred to our customers.

Our on-premises software is primarily sold on a subscription basis, which includes a term-based license and post-contract support or maintenance, both of which generally represent distinct performance obligations and are accounted for separately. The transaction price is either a fixed fee, or a usage-based fee — sometimes subject to a guaranteed minimum. When the amount is fixed, including the guaranteed minimum in a usage-based fee, license revenue is recognized at the point in time when the software is made available to the customer. Maintenance revenue is recognized ratably over the contract period as customers simultaneously consume and receive benefits. Any usage-based fees not subject to a guaranteed minimum or earned in excess of the minimum amount are recognized when the subsequent usage occurs. We occasionally sell software arrangements consisting of on-premises perpetual licenses and maintenance. License revenue is recognized at a point in time when the software is made available to the customer and maintenance revenue is recognized ratably over the contract term.

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Our SaaS products provide customers with access to and standard support for our software on a subscription basis, delivered through our own infrastructure or third-party cloud services. The SaaS transaction contracts typically include a guaranteed minimum fee per period that allows up to a certain level of usage and a consumption-based variable fee in excess of the minimum threshold; or a consumption-based variable fee not subject to a minimum threshold. The nature of our SaaS arrangements is to provide continuous access to our hosted solutions in the cloud, i.e., a stand-ready obligation that comprises a series of distinct service periods (e.g., a series of distinct daily, monthly or annual periods of service). We estimate the total variable consideration at contract inception — subject to any constraints that may apply — and update the estimates as new information becomes available and recognize the amount ratably over the SaaS service period, unless we determine it is appropriate to allocate the variable amount to each distinct service period and recognize revenue as each distinct service period is performed.

Our professional services include software implementation, consulting, model development and training. Professional services are sold either standalone, or together with other products or services and generally represent distinct performance obligations. The transaction price can be a fixed amount or a variable amount based upon the time and materials expended. Revenue on fixed-price services is recognized using an input method based on labor hours expended, which we believe provides a faithful depiction of the transfer of services. Revenue on services provided on a time and materials basis is recognized by applying the “right-to-invoice” practical expedient as the amount to which we have a right to invoice the customer corresponds directly with the value of our performance to the customer.

Our scoring services include both business-to-business and business-to-consumer offerings. Our business-to-business scoring services typically include a license that grants consumer reporting agencies the right to use our scoring solutions in exchange for a usage-based royalty. Revenue is generally recognized when the usage occurs. Business-to-consumer offerings provide consumers with access to their FICO® Scores and credit reports, as well as other value-add services. These are provided as either a one-time or ongoing subscription service renewed monthly or annually, all with a fixed consideration. The nature of the subscription service is a stand-ready obligation to generate credit reports, provide credit monitoring, and other services for our customers, which comprises a series of distinct service periods (e.g., a series of distinct daily, monthly or annual periods of service). Revenue from one-time or monthly subscription services is recognized during the period when service is performed. Revenue from annual subscription services is recognized ratably over the subscription period.

Significant Judgments

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct and should be accounted for separately may require significant judgment. Specifically, when implementation service is included in the original software or SaaS offerings, judgment is required to determine if the implementation service significantly modifies or customizes the software or SaaS service in such a way that the risks of providing it and the customization service are inseparable. In rare instances, contracts may include significant modification or customization of the software of SaaS service and will result in the combination of software or SaaS service and implementation service as one performance obligation.

We determine the SSPs using data from our historical standalone sales, or, in instances where such information is not available (such as when we do not sell the product or service separately), we consider factors such as the stated contract prices, our overall pricing practices and objectives, go-to-market strategy, size and type of the transactions, and effects of the geographic area on pricing, among others. When the selling price of a product or service is highly variable, we may use the residual approach to determine the SSP of that product or service. Significant judgment may be required to determine the SSP for each distinct performance obligation when it involves the consideration of many market conditions and entity-specific factors discussed above.

Significant judgment may be required to determine the timing of satisfaction of a performance obligation in certain professional services contracts with a fixed consideration, in which we measure progress using an input method based on labor hours expended. In order to estimate the total hours of the project, we make assumptions about labor utilization, efficiency of processes, the customer’s specification and IT environment, among others. For certain complex projects, due to the risks and uncertainties inherent with the estimation process and factors relating to the assumptions, actual progress may differ due to the change in estimated total hours. Adjustments to estimates are made in the period in which the facts requiring such revisions become known and, accordingly, recognized revenues are subject to revisions as the contract progresses to completion.

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Capitalized Commission Costs

We capitalize incremental commission fees paid as a result of obtaining customer contracts. Capitalized commission costs are amortized on a straight-line basis over ten years — determined using a portfolio approach — based on the transfer of goods or services to which the assets relate, taking into consideration both the initial and future contracts as we do not typically pay a commission on a contract renewal. The amortization costs are included in selling, general, and administrative expenses of our consolidated statements of income and comprehensive income.

We apply a practical expedient to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. These costs are recorded within selling, general, and administrative expenses.

Goodwill and Other Long-Lived Assets - Impairment Assessment

Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. We assess goodwill for impairment for each of our reporting units on an annual basis during our fourth fiscal quarter using a July 1 measurement date unless circumstances require a more frequent measurement.

We have determined that our reporting units are the same as our reportable segments. When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value, referred to as a “step zero” approach. If, based on the review of the qualitative factors, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying value, we would bypass the two-step impairment test. Events and circumstances we consider in performing the “step zero” qualitative assessment include macro-economic conditions, market and industry conditions, internal cost factors, share price fluctuations, and the operational stability and overall financial performance of the reporting units. If we conclude that it is more likely than not that a reporting unit's fair value is less than its carrying amount, we would perform the first step (“step one”) of the two-step impairment test and calculate the estimated fair value of the reporting unit by using discounted cash flow valuation models and by comparing our reporting units to guideline publicly-traded companies. These methods require estimates of our future revenues, profits, capital expenditures, working capital, and other relevant factors, as well as selecting appropriate guideline publicly-traded companies for each reporting unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans, industry data, and other relevant factors. Alternatively, we may bypass the qualitative assessment described above for any reporting unit in any period and proceed directly to performing step one of the goodwill impairment test.

For fiscal 2021, we consolidated our operating segment structure from three to two by merging our Applications and Decision Management Software segments into the new Software segment. We proceeded directly to a step one quantitative impairment test on the Software and Scores reporting units before and immediately following the change in reporting units. There was a substantial excess of fair value over carrying value for the reporting units and we determined goodwill was not impaired for any of our reporting units before or after the change for fiscal 2021. For fiscal 2022, we performed a step zero qualitative analysis for our annual assessment of goodwill impairment. After evaluating and weighing all relevant events and circumstances, we concluded that it is not more likely than not that the fair value of either of our reporting units was less their carrying amounts. Consequently, we did not perform a step one quantitative analysis and determined goodwill was not impaired for either of our reporting units for fiscal 2022.

Our other long-lived assets are assessed for potential impairment when there is evidence that events and circumstances related to our financial performance and economic environment indicate the carrying amount of the assets may not be recoverable. When impairment indicators are identified, we test for impairment using undiscounted projected cash flows. If such tests indicate impairment, then we measure and record the impairment as the difference between the carrying value of the asset and the fair value of the asset. Significant management judgment is required in forecasting future operating results used in the preparation of the projected cash flows. Should different conditions prevail, material write downs of our other long-lived assets could occur.

As discussed above, while we believe that the assumptions and estimates utilized were appropriate based on the information available to management, different assumptions, judgments and estimates could materially affect our impairment assessments for our goodwill and other long-lived assets. Historically, there have been no significant changes in our estimates or assumptions that would have had a material impact for our goodwill or other long-lived assets impairment assessment. We believe our projected operating results and cash flows would need to be significantly less favorable to have a material impact on our impairment assessment. However, based upon our historical experience with operations, we do not believe there is a reasonable likelihood of a significant change in our projections.

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Share-Based Compensation

We measure share-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award (generally three to four years). We use the Black-Scholes valuation model to determine the fair value of our stock options and a Monte Carlo valuation model to determine the fair value of our market share units. Our valuation models and generally accepted valuation techniques require us to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include estimating the volatility of our stock price, expected dividend yield, employee turnover rates and employee stock option exercise behaviors. Historically, there have been no material changes in our estimates or assumptions. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions.

Income Taxes

We estimate our income taxes based on the various jurisdictions where we conduct business, which involves significant judgment in determining our income tax provision. We estimate our current tax liability using currently enacted tax rates and laws and assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities recorded on our consolidated balance sheets using the currently enacted tax rates and laws that will apply to taxable income for the years in which those tax assets are expected to be realized or settled. We then assess the likelihood our deferred tax assets will be realized and to the extent we believe realization is not more likely than not, we establish a valuation allowance. When we establish a valuation allowance or increase this allowance in an accounting period, we record a corresponding income tax expense in our consolidated statements of income and comprehensive income. In assessing the need for the valuation allowance, we consider future taxable income in the jurisdictions we operate; our ability to carry back tax attributes to prior years; an analysis of our deferred tax assets and the periods over which they will be realizable; and ongoing prudent and feasible tax planning strategies. An increase in the valuation allowance would have an adverse impact, which could be material, on our income tax provision and net income in the period in which we record the increase.

We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the technical merits of the tax position indicate it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions more likely than not of being sustained upon audit, the second step is to measure the tax benefit as the largest amount more than 50% likely of being realized upon settlement. Significant judgment is required to evaluate uncertain tax positions and they are evaluated on a quarterly basis. Our evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our income tax expense in the period in which we make the change, which could have a material impact on our effective tax rate and operating results.

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Contingencies and Litigation

We are subject to various proceedings, lawsuits and claims relating to products and services, technology, labor, stockholder and other matters. We are required to assess the likelihood of any adverse outcomes and the potential range of probable losses in these matters. If the potential loss is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. If the potential loss is considered less than probable or the amount cannot be reasonably estimated, disclosure of the matter is considered. The amount of loss accrual or disclosure, if any, is determined after analysis of each matter, and is subject to adjustment if warranted by new developments or revised strategies. Due to uncertainties related to these matters, accruals or disclosures are based on the best information available at the time. Significant judgment is required in both the assessment of likelihood and in the determination of a range of potential losses. Revisions in the estimates of the potential liabilities could have a material impact on our consolidated financial position or consolidated results of operations. Historically, there have been no material changes in our estimates or assumptions. We do not believe there is a reasonable likelihood there will be a material change in the future estimates.

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

We do not expect that any other recently issued accounting pronouncements will have a significant effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk Disclosures

We are exposed to market risk related to changes in interest rates and foreign exchange rates. We do not use derivative financial instruments for speculative or trading purposes.

Interest Rate

We maintain an investment portfolio consisting of bank deposits and money market funds. The funds provide daily liquidity and may be subject to interest rate risk and fall in value if market interest rates increase. We do not expect our operating results or cash flows to be affected to any significant degree by a sudden change in market interest rates. The following table presents the principal amounts and related weighted-average yields for our investments with interest rate risk at December 31, 2022 and September 30, 2022:


	December 31, 2022						September 30, 2022
	Cost Basis		Carrying Amount		Average Yield		Cost Basis		Carrying Amount		Average Yield
	(Dollars in thousands)
Cash and cash equivalents	$	139,856	$	139,856	2.41	%	$	133,202	$	133,202	1.23	%

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On May 8, 2018, we issued $400 million of senior notes in a private placement to qualified institutional investors (the “2018 Senior Notes”). On December 6, 2019, we issued $350 million of senior notes in a private offering to qualified institutional investors (the “2019 Senior Notes”). On December 17, 2021, we issued $550 million of additional senior notes of the same class as the 2019 Senior Notes in a private placement to qualified institutional investors (the “2021 Senior Notes” and collectively with the 2018 Senior Notes and 2019 Senior Notes, the “Senior Notes”). The fair value of the Senior Notes may increase or decrease due to various factors, including fluctuations in market interest rates and fluctuations in general economic conditions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources and Liquidity” for additional information on the Senior Notes. The following table presents the face values and fair values for the Senior Notes at December 31, 2022 and September 30, 2022:


	December 31, 2022				September 30, 2022
	Face Value (*)		Fair Value		Face Value (*)		Fair Value
	(In thousands)
The 2018 Senior Notes	400,000		390,000		400,000		381,500
The 2019 Senior Notes and the 2021 Senior Notes	900,000		812,250		900,000		767,250
Total	$	1,300,000	$	1,202,250	$	1,300,000	$	1,148,750

(*) The carrying value of the Senior Notes was the face value reduced by the net debt issuance costs of $13.6 million and $14.3 million at December 31, 2022 and September 30, 2022, respectively.

We have interest rate risk with respect to our unsecured revolving line of credit and term loan. Interest rates on amounts borrowed under the revolving line of credit and term loan are based on (i) an adjusted base rate, which is the greatest of (a) the prime rate, (b) the Federal Funds rate plus 0.5%, and (c) one-month adjusted term SOFR rate plus 1%, plus, in each case, an applicable margin, or (ii) an adjusted term SOFR rate plus an applicable margin. The applicable margin for base rate borrowings and for SOFR borrowings is determined based on our consolidated leverage ratio. The applicable margin for base rate borrowings ranges from 0% to 0.75% per annum and for SOFR borrowings ranges from 1% to 1.75% per annum. A change in interest rates on this variable rate debt impacts the interest incurred and cash flows, but does not impact the fair value of the instrument. As of December 31, 2022, we had $350.0 million in borrowings outstanding under the revolving line of credit at a weighted-average interest rate of 5.817% and $285.0 million in outstanding balance of the term loan at an interest rate of 6.051%.

Foreign Currency Forward Contracts

We maintain a program to manage our foreign exchange rate risk on existing foreign-currency-denominated receivable and cash balances by entering into forward contracts to sell or buy foreign currencies. At period end, foreign-currency-denominated receivable and cash balances held by our various reporting entities are remeasured into their respective functional currencies at current market rates. The change in value from this remeasurement is then reported as a foreign exchange gain or loss for that period in our accompanying condensed consolidated statements of income and comprehensive income and the resulting gain or loss on the forward contract mitigates the foreign exchange rate risk of the associated assets. All of our foreign currency forward contracts have maturity periods of less than three months. Such derivative financial instruments are subject to market risk.

The following tables summarize our outstanding foreign currency forward contracts, by currency, at December 31, 2022 and September 30, 2022:

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	December 31, 2022
	Contract Amount				Fair Value
	Foreign Currency		USD		USD
	(In thousands)
Sell foreign currency:

Euro (EUR)	EUR	10,100	$	10,766	$	—
Buy foreign currency:
British pound (GBP)	GBP	7,072	$	8,500	$	—
Singapore dollar (SGD)	SGD	4,688	$	3,500	$	—

	September 30, 2022
	Contract Amount				Fair Value
	Foreign Currency		USD		USD
	(In thousands)
Sell foreign currency:

Euro (EUR)	EUR	13,500	$	13,158	$	—
Buy foreign currency:
British pound (GBP)	GBP	11,848	$	13,100	$	—
Singapore dollar (SGD)	SGD	6,169	$	4,300	$	—

The foreign currency forward contracts were entered into on December 31, 2022 and September 30, 2022, respectively; therefore, their fair value was $0 on each of these dates.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of FICO’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of FICO’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on that evaluation, the CEO and CFO have concluded that FICO’s disclosure controls and procedures were effective as of December 31, 2022 to ensure that information required to be disclosed by FICO in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In addition, the disclosure controls and procedures are designed to ensure that information required to be disclosed is accumulated and communicated to management, including the CEO and CFO, allowing timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in FICO’s internal control over financial reporting was identified in connection with the evaluation required by Rules 13a-15 or 15d-15 of the Exchange Act that occurred during the period covered by this quarterly report and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended September 30, 2022 (our “Annual Report on Form 10-K”). The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition or operating results in the future. There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2022 through October 31, 2022	180,343	$	417.65	179,637	$	451,060,533
November 1, 2022 through November 30, 2022	28	$	485.11	—	$	451,060,533
December 1, 2022 through December 31, 2022	117,862	$	615.42	—	$	451,060,533
	298,233	$	495.82	179,637	$	451,060,533

(1)Includes 118,596 shares delivered in satisfaction of the tax withholding obligations resulting from the vesting of restricted stock units held by employees during the quarter ended December 31, 2022.

(2)In October 2022, our Board of Directors approved a new stock repurchase program replacing our previously authorized January 2022 program. This program is open-ended and authorizes repurchases of shares of our common stock up to an aggregate cost of $500.0 million in the open market or in negotiated transactions.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits



Exhibit Number						Description
3.1						Composite Restated Certificate of Incorporation of Fair Isaac Corporation. (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended December 31, 2009).

3.2						By-laws of Fair Isaac Corporation. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended December 31, 2009).

10.1 *						Second Amendment to Second Amended and Restated Credit Agreement among the Company, the several banks and other financial institutions from time to time parties thereto, and Wells Fargo Bank, National Association, as administrative agent, dated as of November 3, 2022.

31.1 *						Rule 13a-14(a)/15d-14(a) Certifications of CEO.

31.2 *						Rule 13a-14(a)/15d-14(a) Certifications of CFO.

32.1 *						Section 1350 Certification of CEO.

32.2 *						Section 1350 Certification of CFO.

101.INS *						Inline XBRL Instance Document.

101.SCH *						Inline XBRL Taxonomy Extension Schema Document.

101.CAL *						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF *						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB *						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE *						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 *						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


*			Filed herewith.

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SIGNATURES

Pursuant to the requirements 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 CORPORATION

DATE:	January 26, 2023

		By	/s/ STEVEN P. WEBER
			Steven P. Weber
			Vice President and Interim Chief Financial Officer
			(for Registrant as duly authorized officer and
			as Principal Financial Officer)

DATE:	January 26, 2023

		By	/s/ MICHAEL S. LEONARD
			Michael S. Leonard
			Vice President and Chief Accounting Officer (Principal Accounting Officer)

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Fair Isaac (FICO) 10-Q2023 Q1 Quarterly report

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