FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number 0-14112
JACK HENRY & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1128385
(State or other jurisdiction I.R.S. Employer
of incorporation) Identification No.)
663 Highway 60, P. O. Box 807, Monett, MO 65708
(Address of principal executive offices)
(Zip Code)
417-235-6652
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes x No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at January 31, 2001
Common Stock, $.01 par value 44,089,385
JACK HENRY & ASSOCIATES, INC.
CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Item I - Financial Statements
Condensed Consolidated Balance Sheets -
December 31, 2000, (Unaudited) and June
30, 2000 3
Condensed Consolidated Statements of
Income for the Three and Six Months Ended
December 31, 2000 and 1999 (Unaudited) 5
Condensed Consolidated Statements of Cash
Flows for the Six Months Ended December 31,
2000 and 1999 (Unaudited) 6
Notes to the Condensed Consolidated Financial
Statements (Unaudited) 7 - 11
Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial
Condition 11 - 14
Item 3 - Quantitative and Qualitative Disclosure
about Market Risk 14
Part II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 15 - 16
Part I. Financial Information
Item 1. Financial Statements
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
December 31,
2000 June 30,
(Unaudited) 2000
ASSETS
Current assets:
Cash and cash equivalents $ 15,832 $ 5,186
Investments, at amortized cost 976 946
Trade receivables 59,734 73,940
Income taxes receivable - 3,478
Prepaid cost of product 13,288 10,645
Prepaid expenses and other 9,182 8,980
Deferred income taxes 645 825
Total $ 99,657 $104,000
Property and equipment $147,286 $118,749
Accumulated depreciation 30,589 25,464
$116,697 $ 93,285
Other assets:
Intangible assets, net of amortization $105,347 $109,282
Computer software, net of amortization 5,676 5,813
Prepaid cost of product 10,663 7,694
Other non-current assets 1,065 1,008
Total $122,751 $123,797
Total assets $339,105 $321,082
December 31,
2000 June 30,
(Unaudited) 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,303 $ 9,255
Short-term borrowings - 70,500
Accrued expenses 7,850 9,750
Accrued income taxes 5,287 -
Current portion of long-term debt 123 123
Deferred revenues 52,601 61,512
Total $ 73,164 $151,140
Long-term debt 240 320
Deferred revenue 13,663 9,945
Deferred income taxes 6,253 5,132
Total liabilities $ 93,320 $166,537
Stockholders' equity:
Preferred stock - $1 par value;
500,000 shares authorized;
none issued - -
Common stock - $0.01 par value;
250,000,000 shares authorized;
43,673,805 issued @ 12/31/00
41,357,852 issued @ 6/30/00 $ 437 $ 414
Additional paid-in capital 114,512 43,753
Retained earnings 130,836 110,378
Total stockholders' equity $245,785 $154,545
Total liabilities and
stockholders' equity $339,105 $321,082
The accompanying notes are an integral part of these condensed consolidated
financial statements.
JACK HENRY & ASSOCIATES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
Revenues: 2000 1999 2000 1999
Software licensing and installation $24,536 $ 9,074 $ 48,048 $20,613
Maintenance/support and service 32,266 24,204 62,712 44,663
Hardware sales 23,930 20,805 46,980 32,234
Total revenues $80,732 $54,083 $157,740 $97,510
Cost of sales:
Cost of hardware 15,635 15,209 31,604 23,306
Cost of services 30,330 20,890 56,737 36,214
Total cost of sales $45,965 $36,099 $ 88,341 $59,520
Gross profit $34,767 $17,984 $ 69,399 $37,990
43% 33% 44% 39%
Operating expenses:
Selling and marketing 5,743 4,763 13,398 8,195
Research and development 2,828 1,879 5,211 3,538
General and administrative 6,363 4,913 12,269 8,653
Total operating expenses $14,934 $11,555 $ 30,878 $20,386
Operating income from continuing
operations $19,833 $ 6,429 $ 38,521 $17,604
Other income (expense):
Interest income 285 168 644 512
Interest expense (96) (468) (775) (574)
Other, net 103 131 304 1,452
Total other income (expense) $ 292 $ (169) $ 173 $ 1,390
Income from continuing operations
before income taxes $20,125 $ 6,260 $38,694 $18,994
Provision for income taxes 7,245 2,059 13,930 6,254
Income from continuing operations $12,880 $ 4,201 $24,764 $12,740
Loss from discontinued operations - - - (332)
Net income $12,880 $ 4,201 $24,764 $12,408
Diluted earnings per share:
Income from continuing operations $ .28 $ .10 $ .55 $ .30
Loss from discontinued operations - - - (.01)
Net income $ .28 $ .10 $ .55 $ .29
Diluted weighted average shares
outstanding 45,834 42,164 45,189 42,090
Basic earnings per share:
Income from continuing operations $ .30 $ .10 $ .58 $ .31
Loss from discontinued operations - - - (.01)
Net income $ .30 $ .10 $ .58 $ .30
Basic weighted average shares outstanding 43,259 40,707 42,707 40,682
The accompanying notes are an integral
part of these condensed consolidated
financial statements.
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Six Months Ended
December 31,
2000 1999
Cash flows from operating activities
Income from continuing operations $ 24,764 $ 12,740
Adjustments to reconcile income from
continuing operations to cash from
operating activities
Depreciation and amortization 9,912 6,927
Gain on sale of investments - (1,105)
Other (83) 36
Deferred income taxes 1,301 -
Changes in:
Trade receivables 14,206 1,760
Prepaid expenses and other (5,716) (3,827)
Accounts payable (1,952) 5,003
Accrued expenses (1,900) (2,400)
Accrued income taxes 8,765 (684)
Deferred revenues (5,193) 3,639
Net cash from continuing operations $ 44,104 $ 22,089
Cash flows from discontinued operations $ - $ 700
Cash flows from investing activities:
Capital expenditures $(28,656) $(10,940)
Proceeds from sale of investments - 3,605
Computer software developed/purchased (607) (570)
Payment for acquisitions, net - $(51,047)
Other, net (92) -
Net cash from investing activities $(29,355) $(58,952)
Cash flows from financing activities:
Proceeds from issuance of common stock
upon exercise of stock options $ 9,861 $ 1,181
Proceeds from sale of common stock 60,922 191
Short-term borrowings, net (70,500) 37,819
Principal payments on notes payable (80) -
Dividends paid (4,306) (3,222)
Net cash from financing activities $ (4,103) $ 35,969
Net cash activity for the three months
ended September 30, 1999-Sys-Tech, Inc. - $ 264
Net increase in cash and cash equivalents $ 10,646 $ 70
Cash and cash equivalents at beginning of period 5,186 3,376
Cash and cash equivalents at end of period $ 15 832 $ 3,446
Net cash paid for income taxes was $3,338 and $7,763 for the six
months ended December 31, 2000 and 1999, respectively.
The Company paid interest of $1,048 and $260 for the six months
ended December 31, 2000 and 1999, respectively.
The accompanying notes are an integral part of these condensed
consolidated financial statements.
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
Description of the Company - Jack Henry & Associates, Inc.
("JHA" or the "Company") is a computer software company which has
developed or acquired several banking software systems. The Company
markets these systems to financial institutions in the United States
along with the computer equipment (hardware), and provides the
conversion and software customization services necessary for a
financial institution to install a JHA software system. The
institution can elect to have this system in-house or outsourced
through one of the Company's service bureau locations which provides
continuing support and maintenance services to customers using the
system. The Company also processes ATM and debit card transactions
and provides internet banking solutions for financial institutions
in the U.S.
Consolidation - The consolidated financial statements include
the accounts of JHA and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been
eliminated in the consolidation.
Comprehensive Income - Comprehensive income for each of the
three and six month periods ended December 31, 2000 and 1999, equals
the Company's net income.
Restatement - The consolidated financial statements for the
three and six month periods ended December 31, 1999 have been
restated to include Sys-Tech, Inc. of Kansas and Big Sky Marketing,
Inc. (collectively referred to as Sys-Tech) which were acquired on
June 1, 2000. The acquisitions were accounted for as a pooling of
interests and therefore all prior periods have been adjusted to
reflect the acquisitions as if they had occurred at the beginning of
the earliest period reported.
Common Stock Split - Prior period share and per share data
have been adjusted for the 100% stock dividend paid March 2, 2000.
Reclassification - Where appropriate, prior period's financial
information has been reclassified to conform with the current
period's presentation.
Other Significant Accounting Policies - The accounting
policies followed by the Company are set forth in Note 1 to the
Company's consolidated financial statements included in its Annual
Report on Form 10-K ("Form 10-K") for the fiscal year ended June 30,
2000.
2. Interim Financial Statements
The accompanying condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q
of the Securities and Exchange Commission and in accordance with
accounting principles generally accepted in the United States of
America applicable to interim consolidated financial statements, and
do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of
America for complete consolidated financial statements. The
consolidated financial statements should be read in conjunction with
the Company's audited consolidated financial statements and
accompanying notes which are included in its Form 10-K for the year
ended June 30, 2000.
In the opinion of management of the Company, the accompanying
condensed consolidated financial statements reflect all adjustments
necessary (consisting solely of normal recurring adjustments) to
present fairly the financial position of the Company as of December
31, 2000 and the results of its operations and its cash flows for
the three and six month periods then ended.
The results of operations for the period ended December 31,
2000 are not necessarily indicative of the results to be expected
for the entire year.
3. Additional Interim Footnote Information
The following additional information is provided to update the
notes to the Company's annual consolidated financial statements for
developments during the six months ended December 31, 2000:
Purchase Transactions
On June 7, 2000, the Company completed the acquisition of
Symitar Systems, Inc. (Symitar). On September 8, 1999, the
Company's wholly-owned subsidiary Open Systems Group (OSG),
completed the acquisition of BancTec, Inc.'s community banking
business. These acquisitions were accounted for by the purchase
method of accounting. Accordingly, the accompanying condensed
statement of income for the three and six month periods ended
December 31, 1999 does not include any revenues and expenses related
to these acquisitions prior to the respective closing date. The
following unaudited proforma consolidated information is presented
as if these acquisitions had occurred as of the beginning of the
period presented.
(In Thousands) (In Thousands)
Three Months Ended Six Months Ended
December 31, 1999 December 31, 1999
Revenues $59,368 $113,475
Income from continuing operations $ 3,781 $ 11,003
Net income $ 3,781 $ 10,671
Diluted earnings per share:
Income from continuing operations $ .09 $ .26
Net income $ .09 $ .25
Secondary Offering
On August 16, 2000, the Company completed a secondary offering
of 1.5 million shares of its common stock at $43.00 per share less a
5% underwriters discount and offering expenses paid by the Company.
A portion of the net proceeds of approximately $60,500,000 was used
to retire the remaining outstanding short-term borrowings under
lines of credit as of that date, and the balance will be used for
working capital, capital expenditures, potential future acquisitions
and other general corporate purposes.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities". SFAS No.133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS No.133, as amended by
SFAS No.137 and SFAS No. 138, was effective for all fiscal quarters
of fiscal years beginning after June 15, 2000. This new standard
was adopted July 1, 2000 and did not have a material impact on the
Company's financial position and results of operations.
The Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin ("SAB") No.101, "Revenue Recognition in
Financial Statements", on December 3, 1999. SAB No.101, as amended,
provides the SEC Staff's views on selected revenue recognition
issues and is effective no later than the fourth fiscal quarter for
years beginning after December 15, 1999, which for the Company is
the beginning of its fourth quarter of fiscal 2001. The Company has
not completed the process of evaluating the impact that will result
from adopting SAB No.101 and therefore, is unable to determine the
impact that the adoption will have on its financial position and
results of operations.
4. Shares used in computing net income per share:
(In Thousands)
Three Months Ended Six Months
Ended
December 31, December
31,
1999 2000 2000 1999
Weighted average number of
common shares outstanding -
basic 43,259 40,707 42,707 40,682
Common stock equivalents 2,575 1,457 2,482 1,408
Weighted average number of
common and common equivalent
shares outstanding - diluted 45,834 42,164 45,189 42,090
Per share information is based on the weighted average number
of common shares outstanding for the three and six month periods
ended December 31, 2000 and 1999. Stock options have been included
in the calculation of income per share to the extent they are
dilutive. Reconciliation from basic to diluted weighted average
shares outstanding is the dilutive effect of outstanding stock options.
5. Stock Dividend
On January 29, 2001, the Company's Board of Directors declared a
100% stock dividend on its common stock, effectively a 2 for 1 stock
split. The stock dividend is payable March 2, 2001 to stockholders
of record at the close of business on February 15, 2001. The shares
presented in the condensed consolidated balance sheets as of
December 31 and June 30, 2000, and the number of shares used in the
computation of earnings per share in the condensed consolidated
statements of income for the three and six months ended December 31,
2000 and 1999, were based on the number of shares outstanding before
giving effect to the stock split. On a proforma basis, giving
effect to the stock split, outstanding shares and revised earnings
per share would have been as follows:
Three Months Ended Six Months Ended
December 31, December 31,
2000 1999 2000 1999
Proforma diluted earnings per share:
Income from continuing operations $ .14 $ .05 $ .27 $ .15
Loss from discontinued operations - - - (.01)
Net income per share $ .14 $ .05 $ .27 $ .14
Proforma diluted weighted average
shares outstanding 91,668 84,328 90,378 84,180
Proforma basic earnings per share:
Income from continuing operations $ .15 $ .05 $ .29 $ .16
Loss from discontinued operations - - - (.01)
Net income per share $ .15 $ .05 $ .29 $ .15
Proforma basic weighted average
shares outstanding 86,518 81,414 85,414 81,364
6. Business Segment Information
The Company is a leading provider of integrated
computer systems that perform data processing (available
for in-house or service bureau installations) for banks
and credit unions. The Companies operations were
classified as one business segment in the prior year. The
acquisition of Symitar Systems, Inc. entrenched the
Company more significantly into the credit union
marketplace. The Company's operations have been
classified into two business segments: bank systems and
services and credit union systems and services. The
Company evaluates the performance of its segments and
allocates resources to them based on various factors,
including prospects for growth, return on investment and
return on revenues.
(In Thousands)
Three Months Ended Six Months Ended
December 31, December 31,
2000 1999 2000 1999
Revenues:
Bank systems and services $ 69,541 $ 53,702 $139,940 $96,804
Credit union systems and services 11,191 381 17,800 706
Total $ 80,732 $ 54,083 $157,740 $97,510
Gross Profit:
Bank systems and services $ 30,952 $ 17,916 $ 65,541 $37,764
Credit union systems and services 3,815 68 3,858 226
Total $ 34,767 $ 17,984 $ 69,399 $37,990
The Company has not disclosed asset information by
segment, as the information is not produced internally and
its preparation is impracticable.
Item 2. - Management's Discussion and Analysis of Results of Operations
and Financial Condition
RESULTS OF OPERATIONS
Background and Overview
The Company is a leading provider of integrated
computer systems that perform data processing (available
for in-house or data center installations) for banks and
credit unions. The Company also processes ATM and debit
card transactions and provides internet banking solutions
for these financial institutions. The Company was
founded in 1976. Its developed proprietary applications
software, which operates on IBM computers, is offered
under two systems: CIF 20/20(TM) (1), typically for banks
with less than $300 million in assets, and the Silverlake
System(R) (2), for banks with assets up to $10 billion.
Its acquired proprietary applications software for banks
and credit unions, which operates in the UNIX and NT
client-server environment, operates on various hardware
platforms. JHA frequently sells hardware with its
software products. It also provides customer support and
related services. The Company has over 2,800 banks and
credit unions as customers.
____________________
1 CIF 20/20(TM) is a trademark of Jack Henry &
Associates, Inc.
2 Silverlake System(R) is a registered trademark
of Jack Henry & Associates, Inc.
A detailed discussion of the major components of the
results of operations for the three and six month periods
ended December 31, 2000, as compared to the same period in
the previous year follows:
Revenues
Revenues increased 49% to $80,732,000 in the quarter
ended December 31, 2000. The increase is primarily due to
financial institutions taking delivery of products in this
quarter compared to the curtailment of system upgrades in
the same quarter last year due to the turn of the century.
Software licensing and installation increased 170%.
Maintenance, support and service revenues increased 33%.
Hardware sales increased 15% from last year's quarter.
Six month revenues this year were $157,740,000, an
increase of 62% compared to last year's corresponding
period. Software licensing and installation increased
133%. Maintenance, support and service revenues increased
40%. Hardware sales increased 46%.
The backlog of sales at December 31, 2000 was
$110,750,000 ($44,750,000 In-House and $66,000,000
Outsourcing). This is up slightly from the June 30, 2000
level, and is consistent with management's expectations
for the second quarter. Backlog at January 31 2001 was
$116,772,000.
Cost of Sales
Cost of sales increased 27% in the second quarter ended
December 31, 2000. Cost of hardware increased 3%,
somewhat less than the 15% increase in hardware revenue.
Cost of services increased 45%, which is considerably less
than the 71% increase in non-hardware revenues.
Cost of sales increased 48% for the first six months of
fiscal year 2001, compared to a 62% increase in revenues.
Cost of hardware increased 36%, compared to 46% increase
in hardware revenues. Cost of services increased 57%,
which is less than the 70% increase in non-hardware
revenues.
For the three and six month periods ended, cost of sales
have decreased as a percentage compared to revenue. This
is attributable to acquisition costs and continuing to
maintain resources for development and installation in the
previous year even though financial institutions were
delaying system upgrades and installations.
Gross Profit
Gross profit increased to $34,767,000 in the second
quarter ended December 31, 2000, a 93% increase from last
year. The gross margin percentage was 43% of sales
compared to 33% in last years 2nd quarter. The increase
is primarily due to change in sales mix as software
licensing (higher margin sales) increased significantly
due to financial institutions taking delivery of products
in this quarter compared to the curtailment of system
upgrades last year due to the turn of the century.
The six month gross profit this year increased 83% to
$69,399,000. The gross margin percentage for the first
six months of fiscal 2001 was 44% of sales, an increase
from last years rate of 39%.
Operating Expenses
Total operating expenses increased 29%, which is
considerably less than the 49% increase in revenue.
Selling expenses increased 21%, which supports the
increase in revenues and overall growth of the business,
while research and development expenses increased 51%
related to continued development and refinement of new and
existing products. General and administrative expenses
increased 30% supporting the overall growth of the Company
and its acquisitions.
Total operating expenses increased 51% in the six months
ended December 31, 2000. Selling expenses increased 64%,
research and development increased 47% and general and
administrative expenses 42% compared to the same period
last year.
Other Income and Expense
Other income for the quarter ended December 31, 2000
reflects an increase compared to the same period last
year. This is primarily due to interest income this year
from cash investments, compared to interest expense last
year from short-term borrowings.
Other income for the six months ended December 31, 2000
reflects a 88% decrease primarily due to the $1,105,000
gain in the first quarter ended September 30, 1999 on sale
of stock acquired in the Peerless acquisition.
Provision for Income Taxes
The effective tax rate for the three and six month
periods ended December 31, 2000 as compared to the same
periods in the prior year, reflect the effect of a capital
gain partially offset by federal and state tax benefits
realized in the prior year.
Net Income
Net income from continuing operations for the second quarter
was $12,880,000, or $.28 per diluted share compared to $4,201,000,
or $.10 per diluted share in the same period last year.
Net income from continuing operations for the six months ended
December 31, 2000 was $24,764,000, or $.55 per diluted share. This
is an increase of 94% compared to $12,740,000 or $.30 per diluted
share during the same period last year.
Discontinued Operations
The Company incurred a $332,000 loss from discontinued
operations for the six months ended December 31, 1999 due to the
sale of the Bankvision subsidiary on September 7, 1999. There was
no loss from discontinued operations for the six months ended
December 31, 2000.
Business Segment Discussion
Revenues in the bank systems and services business segment
increased from $53,702,000 in the second quarter of 1999 to
$69,541,000, or 30%, in the current second quarter. Gross profit
in the bank systems and services business segment increased from
$17,916,000 in the second quarter of 1999 to $30,952,000, or 73% in
the current second quarter. Gross margins increased from 33% in the
second quarter of 1999 to 45% in the current second quarter.
Revenues in the credit union systems and services business
segment increased from $381,000 in the second quarter of 1999 to
$11,191,000 in the current second quarter. Revenue growth was
derived from Symitar Systems, Inc., which was acquired on June 7,
2000. Gross profit in this business segment increased from $68,000
in the second quarter of 1999 to $3,815,000 in the current second
quarter.
Revenues in the bank systems and services business segment
increased from $96,804,000 in the six months ended December 31, 1999
to $139,940,000 for the six months ended December 31, 2000. Gross
profit in the bank systems and services business segment increased
from $37,764,000 in the six months ended December 31, 1999 to
$65,541,000 for the six months ended December 31, 2000.
Revenues in the credit union systems and services business
segment increased from $706,000 in the six months ended December 31,
1999 to $17,800,000 in the six months ended December 31, 2000.
Gross profit in the bank systems services business segment increased
from $226,000 in six months ended December 31, 1999 to $3,858,000
for in the six months ended December 31, 2000.
FINANCIAL CONDITION
Liquidity
The Company's cash and cash equivalents and investments
increased to $15,832,000 at December 31, 2000, from $5,186,000 at
June 30, 2000. This reflects the seasonal influx of cash due to the
receipt of annual maintenance fees billed June 30, 2000.
JHA has available credit lines totaling $58,000,000, although
the Company expects additional borrowing to be minimal during fiscal
year 2001. The Company currently has no short-term obligations
outstanding. Short-term borrowings were all retired with the
proceeds from the secondary offering on August 16, 2000.
Capital Requirements and Resources
JHA generally uses existing resources and funds generated from
operations to meet its capital requirements. Capital expenditures
totaling $28,656,000 for the six months ended December 31, 2000,
were made for expansion of facilities and additional equipment.
These were funded from cash generated by operations. The
consolidated capital expenditures of JHA, excluding acquisition
costs, could exceed $50,000,000 for the fiscal year 2001.
The Company paid a $.05 per share cash dividend on December 5,
2000 to stockholders of record as of November 21, 2000. In
addition, the Company's Board of Directors, subsequent to December
31, 2000, declared a quarter cash dividend of $.06 per share on its
common stock payable March 1, 2001, to stockholders of record as of
February 14, 2001. This will be funded from operations. Further,
the Company's Board of Directors declared a 100% stock dividend on
its common stock, effectively a 2 for 1 split, to be paid March 2,
2001 to stockholders of record on February 15, 2001.
Forward Looking statements
The Management's Discussion and Analysis of Financial
Condition and Results of Operations and other portions of this
report contain forward-looking statements within the meaning of
federal securities laws. Actual results are subject to risks and
uncertainties, including both those specific to the Company and
those specific to the industry, which could cause results to differ
materially from those contemplated. The risks and uncertainties
include, but are not limited to, the matters detailed at Risk
Factors in its Annual Report on Form 10-K for the fiscal year ended
June 30, 2000. Undue reliance should not be placed on the
forward-looking statements. The Company does not undertake any
obligation to update any forward-looking statements.
Conclusion
JHA's results of operations and its financial position
continued to be favorable during the three and six month periods
ended December 31, 2000. This reflects the continuing attitude of
cooperation and commitment by each employee, management's ongoing
cost control efforts and commitment to deliver top quality products
to the markets it serves.
Item 3. Quantitative and qualitative Disclosure about Market Risk
Market risk refers to the risk that a change in the level of
one or more market prices, interest rates, indices, volatilities,
correlations or other market factors such as liquidity, will result
in losses for certain financial instrument or group of financial
instruments. We are currently exposed to credit risk on credit
extended to customers, interest risk on investments in U.S.
government securities and long-term debt. We actively monitor these
risks through a variety of controlled procedures involving senior
management. We do not currently use any derivative financial
instruments. Based on the controls in place, credit worthiness of
the customer base and the relative size of these financial
instruments, we believe the risk associated with these instruments
will not have a material adverse affect on our consolidated
financial position or results of operations.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
FIRST: That at a meeting of the Board of Directors of Jack
Henry & Associates, Inc., resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of
said corporation, declaring said amendment to be advisable and
requesting that the stockholders consider same. The resolution
setting forth the proposed amendment is as follows:
"RESOLVED, that the Certificate of Incorporation of this
corporation be amended as follows:
Article 5.1 shall be deleted in its entirety and the following
substituted in lieu thereof:
"5.1: The total number of shares which the
Corporation shall have authority to issue is
250,500,000 shares, which shall consist of
two classes. One class, designated "common
stock," shall consist of 250,000,000 shares,
each of which shall have a par value of $.01
per share. The other class, designated
"preferred stock," shall consist of 500,000
shares, each of which shall have a par value
of $1.00 per share."
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, an annual meeting of the stockholders of said
corporation was duly called and held, upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware
at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
FOURTH: That the capital of said corporation shall not be
reduced under or by reason of said amendment.
IN WITNESS WHEREOF, said Jack Henry & Associates, Inc. has
caused this certificate to be signed by Michael R. Wallace, its
President, and Janet E. Gray, its Secretary, this 31st day of
October, A.D., 2000.
By: /s/ Michael R. Wallace
Michael R. Wallace, President
Attest:/s/ Janet E. Gray
Janet E. Gray, Secretary
(b) On January 18, 2001, the Company filed a Current Report on
Form 8-K to announce the resignation of Michael R. Wallace as
President, Chief Operating Officer and director of Jack Henry &
Associates, Inc., effective January 18, 2001. The Board of
Directors appointed former Chief Financial Officer, Terry W.
Thompson to serve as President and Chief Operating Officer of the
Company effective January 18, 2001. Former Controller Kevin D.
Williams was appointed Chief Financial Officer and Treasurer,
effective January 18, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Quarterly Report on Form
10-Q to be signed on behalf of the undersigned thereunto duly
authorized.
JACK HENRY & ASSOCIATES, INC.
Date: February 14, 2001 /s/ Michael E. Henry
Michael E. Henry
Chairman of the Board
Chief Executive Officer
Date: February 14, 2001 /s/ Kevin D. Williams
Kevin D. Williams
Chief Financial Officer
