UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2023
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
| (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 | ||||||
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:
| ☒ | 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. ☐
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 July 21, 2023 was 24,857,214 (excluding 63,999,569 shares held by us as treasury stock).
EXPLANATORY NOTE
Fair Isaac Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, which was originally filed with the Securities and Exchange Commission on August 2, 2023 (“Original Filing”), solely to include inline eXtensible Business Reporting Language (“iXBRL”) data tagging that was inadvertently omitted from the disclosure included in the Original Filing under Part II, “Item 5. Other Information”. This Amendment also includes new Exhibit 31 certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, but since this Amendment does not contain or amend any financial statements or any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of such certifications have been omitted.
Except for the items specifically noted above, this Amendment does not modify or update any disclosures in the Original Filing. Accordingly, this Amendment does not reflect events occurring after the filing of the Original Filing or modify or update any disclosures, other than those identified above.
PART II – OTHER INFORMATION
Item 5. Other Information
Trading Arrangements
Item 6. Exhibits
Exhibit Number | Description | |||||||
3.1 | ||||||||
3.2 | ||||||||
10.1 | ||||||||
10.2 | ||||||||
10.3 | ||||||||
10.4 | ||||||||
10.5 | ||||||||
10.6 | ||||||||
10.7 | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32.1 | ||||||||
32.2 | ||||||||
101 * | Inline XBRL for the information under Part II, Item 5, “Other Information” of this report. | |||||||
104 * | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
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: | September 15, 2023 | ||||||||||
| By | /s/ STEVEN P. WEBER | ||||||||||
| Steven P. Weber | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (for Registrant as duly authorized officer and | |||||||||||
| as Principal Financial Officer) | |||||||||||
| DATE: | September 15, 2023 | ||||||||||
| By | /s/ MICHAEL S. LEONARD | ||||||||||
| Michael S. Leonard | |||||||||||
| Vice President and Chief Accounting Officer (Principal Accounting Officer) | |||||||||||
EXHIBIT 31.1
CERTIFICATIONS
I, William J. Lansing, certify that:
1.I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q/A of Fair Isaac Corporation; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: September [__], 2023
| /s/ WILLIAM J. LANSING | |||||||||||||||||
| William J. Lansing | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
EXHIBIT 31.2
CERTIFICATIONS
I, Steven P. Weber, certify that:
1.I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q/A of Fair Isaac Corporation; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: September [__], 2023
| /s/ STEVEN P. WEBER | |||||||||||||||||
| Steven P. Weber | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||