JKHY-2012.3.31-10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended March 31, 2012
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 of Incorporation)
 
(I.R.S Employer Identification No.)

663 Highway 60, P.O. Box 807, Monett, MO 65708
(Address of Principle 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 [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]   No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  [X]
  
Accelerated filer  [  ]
 
 
 
Non-accelerated filer    [  ]
(Do not check if a smaller reporting company)
Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
Yes [  ]   No [X]
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.

As of May 2, 2012, Registrant has 87,309,224 shares of common stock outstanding ($0.01 par value).



JACK HENRY & ASSOCIATES, INC.
CONTENTS
 
PART I
Page Reference
 
 
 
 
 
ITEM 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2
 
 
 
 
 
ITEM 3
 
 
 
 
 
ITEM 4
 
 
 
 
 
PART II
 
 
 
 
 
 
ITEM 6
 
 
 
 
 
 

In this report, all references to “JHA”, the “Company”, “we”, “us”, and “our”, refer to Jack Henry & Associates, Inc., and its consolidated subsidiaries.



Table of Contents

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)
(Unaudited)
 
March 31,
2012
 
June 30,
2011
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
89,771

 
$
63,125

Investments, at amortized cost

 
1,000

Receivables, net
118,371

 
207,510

Income tax receivable
7,284

 
17,116

Prepaid expenses and other
57,913

 
45,938

Prepaid cost of product
19,624

 
19,261

Total current assets
292,963

 
353,950

PROPERTY AND EQUIPMENT, net
273,106

 
270,186

OTHER ASSETS:
 
 
 
Non-current prepaid cost of product
25,062

 
19,083

Computer software, net of amortization
112,031

 
110,836

Other non-current assets
29,393

 
28,492

Customer relationships, net of amortization
167,526

 
179,133

Trade names, net of amortization
10,434

 
10,597

Goodwill
533,520

 
533,520

Total other assets
877,966

 
881,661

Total assets
$
1,444,035

 
$
1,505,797

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
10,236

 
$
12,829

Accrued expenses
49,549

 
49,479

Deferred income tax liability
15,274

 
15,274

Accrued income taxes
42

 

Notes payable and current maturities of long term debt
28,567

 
26,092

Deferred revenues
118,039

 
276,837

Total current liabilities
221,707

 
380,511

LONG TERM LIABILITIES:
 
 
 
Non-current deferred revenues
20,228

 
18,267

Non-current deferred income tax liability
99,407

 
89,304

Debt, net of current maturities
112,483

 
127,939

Other long-term liabilities
11,419

 
10,000

Total long term liabilities
243,537

 
245,510

Total liabilities
465,244

 
626,021

STOCKHOLDERS' EQUITY
 
 
 
Preferred stock - $1 par value; 500,000 shares authorized, none issued

 

Common stock - $0.01 par value; 250,000,000 shares authorized;
      Shares issued at 3/31/12 were 101,341,047
      Shares issued at 06/30/11 were 100,766,173
1,013

 
1,008

Additional paid-in capital
376,648

 
361,131

Retained earnings
910,715

 
827,222

Less treasury stock at cost 14,406,635 shares at 3/31/12 and 06/30/11
(309,585
)
 
(309,585
)
Total stockholders' equity
978,791

 
879,776

Total liabilities and equity
$
1,444,035

 
$
1,505,797

See notes to condensed consolidated financial statements

3

Table of Contents

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2012
 
2011
 
2012
 
2011
REVENUE
 
 
 
 
 
 
 
License
$
15,009

 
$
13,025

 
$
40,825

 
$
37,944

Support and service
226,535

 
210,074

 
672,414

 
633,062

Hardware
14,760

 
17,086

 
47,261

 
46,636

Total revenue
256,304

 
240,185

 
760,500

 
717,642

COST OF SALES
 
 
 
 
 
 
 
Cost of license
2,424

 
1,145

 
4,666

 
4,402

Cost of support and service
139,593

 
131,010

 
406,549

 
383,673

Cost of hardware
10,904

 
12,740

 
34,066

 
34,425

Total cost of sales
152,921

 
144,895

 
445,281

 
422,500

GROSS PROFIT
103,383

 
95,290

 
315,219

 
295,142

OPERATING EXPENSES
 
 
 
 
 
 
 
Selling and marketing
18,994

 
16,929

 
55,912

 
50,270

Research and development
15,471

 
15,716

 
45,482

 
46,943

General and administrative
12,421

 
12,142

 
38,742

 
39,662

Total operating expenses
46,886

 
44,787

 
140,136

 
136,875

OPERATING INCOME
56,497

 
50,503

 
175,083

 
158,267

INTEREST INCOME (EXPENSE)
 
 
 
 
 
 
 
Interest income
85

 
61

 
320

 
110

Interest expense
(1,464
)
 
(1,710
)
 
(4,368
)
 
(7,089
)
Total interest income (expense)
(1,379
)
 
(1,649
)
 
(4,048
)
 
(6,979
)
INCOME BEFORE INCOME TAXES
55,118

 
48,854

 
171,035

 
151,288

PROVISION FOR INCOME TAXES
18,461

 
15,773

 
59,378

 
50,391

NET INCOME
$
36,657

 
$
33,081

 
$
111,657

 
$
100,897

Diluted earnings per share
$
0.42

 
$
0.38

 
$
1.28

 
$
1.17

Diluted weighted average shares outstanding
87,592

 
86,972

 
87,366

 
86,553

Basic earnings per share
$
0.42

 
$
0.38

 
$
1.29

 
$
1.18

Basic weighted average shares outstanding
86,824

 
86,218

 
86,600

 
85,819

Cash dividends paid per share
$
0.115

 
$
0.105

 
$
0.325

 
$
0.295


See notes to condensed consolidated financial statements

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Table of Contents

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
 
Nine Months Ended
 
March 31,
 
2012
 
2011
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net Income
$
111,657

 
$
100,897

Adjustments to reconcile net income from operations
     to net cash from operating activities:
 
 
 
Depreciation
33,315

 
31,407

Amortization
37,150

 
36,210

Change in deferred income taxes
10,103

 
5,001

Expense for stock-based compensation
4,886

 
3,438

(Gain)/loss on disposal of assets
79

 
449

Changes in operating assets and liabilities:
 
 
 
Change in receivables  
89,139

 
92,921

Change in prepaid expenses, prepaid cost of product and other
(18,623
)
 
(9,631
)
Change in accounts payable
(2,593
)
 
(4,746
)
Change in accrued expenses
(1,720
)
 
(5,559
)
Change in income taxes
11,461

 
2,781

Change in deferred revenues
(156,837
)
 
(138,010
)
Net cash from operating activities
118,017

 
115,158

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Capital expenditures
(26,555
)
 
(24,216
)
Proceeds from sale of assets
2,772

 

Customer contracts acquired
(720
)
 

Computer software developed
(25,855
)
 
(19,279
)
Proceeds from investments
3,000

 
3,000

Purchase of investments
(2,000
)
 
(2,999
)
Net cash from investing activities
(49,358
)
 
(43,494
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Borrowings on credit facilities

 
399

Repayments on credit facilities
(24,315
)
 
(136,921
)
Dividends paid
(28,164
)
 
(25,324
)
Excess tax benefits from stock-based compensation
3,006

 
982

Proceeds from issuance of common stock upon exercise of stock options
8,810

 
18,759

Minimum tax withholding payments related to share based compensation
(3,766
)
 
(2,412
)
Proceeds from sale of common stock, net
2,416

 
1,718

Net cash from financing activities
(42,013
)
 
(142,799
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
$
26,646

 
$
(71,135
)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
$
63,125

 
$
125,518

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
89,771

 
$
54,383


Net cash paid for income taxes was $34,728 for the nine months ended March 31, 2012, compared to $41,627 for the same period last year. The Company paid interest of $2,927 and $5,458 for the nine months ended March 31, 2012 and 2011, respectively. Capital expenditures exclude property and equipment additions totaling $13,126 and $3,640 that were in accrued liabilities or were acquired via capital lease during the nine months ended March 31, 2012 and 2011, respectively.

See notes to condensed consolidated financial statements

5

Table of Contents

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Amounts)
(Unaudited)

NOTE 1.    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the company
Jack Henry & Associates, Inc. and Subsidiaries (“JHA” or the “Company”) is a provider of integrated computer systems and services that has developed and acquired a number of banking and credit union software systems. The Company's revenues are predominately earned by marketing those systems to financial institutions nationwide together with computer equipment (hardware), by providing the conversion and software implementation services for financial institutions to utilize JHA software systems, and by providing other related services. JHA also provides continuing support and services to customers using in-house or outsourced systems.
Consolidation
The consolidated financial statements include the accounts of JHA and all of its subsidiaries, which are wholly-owned, and all intercompany accounts and transactions have been eliminated.
Fair value of financial instruments
Fair values for held-to-maturity securities are based on quoted market prices. For cash equivalents, amounts receivable or payable and short-term borrowings, fair values approximate carrying value, based on the short-term nature of the assets and liabilities. The fair value of long term debt also approximates carrying value as estimated using discounted cash flows based on the Company’s current incremental borrowing rates or quoted prices in active markets.
The Company's estimates of the fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets, and requires that observable inputs be used in the valuations when available. The three levels of the hierarchy are as follows:
Level 1: observable inputs such as quoted prices in active markets
Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly
Level 3: unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions
Fair value of financial assets, included in cash and cash equivalents, is as follows:
 
 
Estimated Fair Value Measurements
 
 
 
 
Quoted Prices
 
Significant
 
Significant
 
 
 
 
in Active
 
Observable
 
Unobservable
 
 
 
 
Markets
 
Other Inputs
 
Inputs
 
Total Fair
 
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Value
March 31, 2012
 
 
 
 
 
 
 
 
Financial Assets:
 
 
 
 
 
 
 
 
Money market funds
 
$
57,958

 
$

 
$

 
$
57,958

June 30, 2011
 
 

 
 
 
 
 
 

Financial Assets:
 
 
 
 
 
 
 
 
Money market funds
 
$
24,695

 
$

 
$

 
$
24,695

Comprehensive income
Comprehensive income for the three and nine-month periods ended March 31, 2012 and 2011 equals the Company’s net income.
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 condensed consolidated financial statements, and do not include all of the information and footnotes required by accounting principles generally accepted in the

6

Table of Contents

United States of America for complete consolidated financial statements. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes, which are included in its Annual Report on Form 10-K  (“Form 10-K”) for the year ended June 30, 2011. The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended June 30, 2011.
In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to present fairly the financial position of the Company as of March 31, 2012, the results of its operations for the three and nine-month periods ended March 31, 2012 and 2011, and its cash flows for the nine-month periods ended March 31, 2012 and 2011.
The results of operations for the period ended March 31, 2012 are not necessarily indicative of the results to be expected for the entire year.

NOTE 2.    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 period ended March 31, 2012.
Common stock
The Board of Directors has authorized the Company to repurchase shares of its common stock. Under this authorization, the Company may finance its share repurchases with available cash reserves or short-term borrowings on its existing credit facilities. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2011 and March 31, 2012, there were 14,407 shares in treasury stock and the Company had the remaining authority to repurchase up to 5,584 additional shares. The total cost of treasury shares at March 31, 2012 is $309,585. There were no repurchases of treasury stock during the nine months ended March 31, 2012.
Commitments and contingencies
For fiscal 2012, the Board of Directors approved bonus plans for its executive officers and general managers. Under the plan, bonuses may be paid following the end of the current fiscal year based upon achievement of operating income and return on average assets targets. For general managers, one half of each manager’s bonus is contingent upon meeting individual business unit objectives established by the executive officer to whom the general manager reports.
The Company has entered into agreements that provide its executive officers with compensation totaling two years’ base salary and target bonus in the event the Company terminates the executive without cause within the period from 90 days before to two years after a change in control of the Company. The Company has also entered into agreements that provide its general managers with compensation totaling one year of base salary and target bonus under circumstances identical to those contained in the executive officer agreements.

NOTE 3.    RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, Fair Value Measurement in May 31, 2011, which is now effective for the Company. The updated explanatory guidance on measuring fair value will be adopted by the Company at that time and is not expected to have a significant impact on our fair value calculations. No additional fair value measurements were required as a result of the update.
The FASB also issued ASU No. 2011-05, Comprehensive Income in June 2011, which is effective for the Company beginning July 1, 2012 and will be applied retrospectively. The updated guidance requires non-owner changes in stockholders' equity to be reported either in a single continuous statement of comprehensive income or in two separate but consecutive statements, rather than as part of the statement of changes in stockholders' equity. No changes in disclosure will be required as a result of the update.
In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment, which is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, although early adoption is permitted. The amendments in the update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The provisions in this update will be effective for the Company beginning July 1, 2012.

NOTE 4.    DEBT
The Company’s outstanding long and short term debt is as follows:

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Table of Contents

 
March 31,
 
June 30,
 
2012
 
2011
LONG TERM DEBT
 
 
 
Term loan
$
133,125

 
$
150,000

Capital leases
5,910

 

Other borrowings
527

 
1,015

 
139,562

 
151,015

Less current maturities
27,079

 
23,076

Debt, net of current maturities
$
112,483

 
$
127,939


SHORT TERM DEBT
 
 
 
Capital leases
$
1,488

 
$
3,016

Current maturities of long-term debt
27,079

 
23,076

Notes payable and current maturities of long term debt
$
28,567

 
$
26,092


The Company has a bank credit facility agreement that includes a revolving credit facility and a term loan.
Revolving credit facility
The long term revolving loan allows for borrowings of up to $150,000, which may be increased by the Company at any time until maturity to $250,000. The revolving loan terminates June 4, 2015. At March 31, 2012, there was no outstanding revolving loan balance.
Term loan
The term loan had an original principal balance of $150,000, with quarterly principal payments of $5,625 that began on September 30, 2011. The remaining outstanding balance on June 4, 2015 is due and payable on that date. At March 31, 2012, the outstanding balance of $133,125 was bearing interest at a rate of 2.47%, and $22,500 will be maturing within the next twelve months.
Each of the above loans bear interest at a variable rate equal to (a) a rate based on LIBOR or (b) an alternate base rate (the greater of (a) the Federal Funds Rate plus 0.5%, (b) the Prime Rate or (c) LIBOR plus 1.0%), plus an applicable percentage in each case determined by the Company's leverage ratio. The loans are secured by pledges of capital stock of certain subsidiaries of the Company. The loans are also guaranteed by certain subsidiaries of the Company. The credit facility is subject to various financial covenants that require the Company to maintain certain financial ratios as defined in the agreement. As of March 31, 2012, the Company was in compliance with all such covenants.
Capital leases
The Company has entered into various capital lease obligations for the use of certain computer equipment. Long term capital lease obligations were entered into of which $5,910 remains outstanding at March 31, 2012 of which $4,124 will be maturing within the next twelve months. The Company also has short term capital lease obligations totaling $1,488 at March 31, 2012.
Other lines of credit
The Company renewed an unsecured bank credit line on April 29, 2012 which provides for funding of up to $5,000 and bears interest at the prime rate less 1% (2.25% at March 31, 2012). The credit line was renewed through April 29, 2014. At March 31, 2012, no amount was outstanding.

NOTE 5.    INCOME TAXES
The effective tax rate of 33.5% of income before income taxes for the quarter ended March 31, 2012 is higher than 32.3% for the same quarter in fiscal 2011 primarily due to the effect of the Research and Experimentation Credit (“R&E Credit”) which expired December 31, 2011. The rate of income taxes for the nine month period ending March 31, 2012 of 34.7% of income before income taxes compared to 33.3% as reported in fiscal 2011 also fluctuated due to the effect of the R&E Credit expiration.
At March 31, 2012, the Company had $9,496 of gross unrecognized tax benefits, $7,548 of which, if recognized, would affect our effective tax rate. Our policy is to include interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of March 31, 2012, we had accrued interest and penalties of $1,321 related to uncertain tax positions.

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During the fiscal year ended June 30, 2010, the Internal Revenue Service commenced an examination of the Company’s U.S. federal income tax returns for fiscal years ended June 2008 through 2009. Audit field work for these periods is complete, but as of March 31, 2012 the results for these periods are still subject to additional administrative reviews. Additionally, the Internal Revenue Service commenced an examination of the Company's U.S. federal income tax returns for the fiscal year ended June 30, 2010 during the current year. At this time, it is anticipated that the examination will not result in a material change to the Company’s financial statements. The U.S. federal and state income tax returns for June 30, 2008 and all subsequent years remain subject to examination as of March 31, 2012 under statute of limitations rules. We anticipate potential changes resulting from the expiration of statutes of limitations could reduce the unrecognized tax benefits balance by $2,500 - $3,500 within twelve months of March 31, 2012.

NOTE 6.    STOCK-BASED COMPENSATION
For the three months ended March 31, 2012 and 2011, there was $1,871 and $1,233, respectively, in compensation expense from equity-based awards. Pre-tax operating income for the first nine months of fiscal 2012 and 2011 includes $4,886 and $3,438 of equity-based compensation costs respectively.
2005 NSOP and 1996 SOP
The Company previously issued options to employees under the 1996 Stock Option Plan (“1996 SOP”) and to outside directors under the 2005 Non-Qualified Stock Option Plan (“2005 NSOP”). No stock options were issued under the 1996 SOP or the 2005 NSOP during the nine-month periods ended March 31, 2012.
Changes in stock options outstanding and exercisable are as follows:
2005 NSOP & 1996 SOP – Stock options
 
 
 
 
 
 
Number of
 Shares
 
Weighted
 Average
 Exercise
 Price
 
Aggregate
 Intrinsic
 Value
Outstanding July 1, 2011
990

 
$
15.65

 
 
Granted

 

 
 
Forfeited

 

 
 
Exercised
(413
)
 
14.57

 
 
Outstanding March 31, 2012
577

 
$
16.42

 
$
10,204

Vested March 31, 2012
577

 
$
16.42

 
$
10,204

Exercisable March 31, 2012
577

 
$
16.42

 
$
10,204

Compensation cost related to outstanding options has been fully recognized. The weighted-average remaining contractual term on options currently exercisable as of March 31, 2012 was 2.60 years.
Restricted Stock Plan
The Company issues both unit awards and share awards under the Restricted Stock Plan. The following table summarizes non-vested unit awards as of March 31, 2012, as well as activity for the nine months then ended:
Unit awards
Shares
 
Weighted
Average
Grant Date
Fair Value
Outstanding July 1, 2011
293

 
15.77

Granted
391

 
19.69

Vested

 

Forfeited
(12
)
 
15.77

Outstanding March 31, 2012
672

 
$
18.05


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The weighted average assumptions used in this model to estimate fair value at the measurement date and resulting values are as follows:
Volatility
34.2
%
Risk free interest rate
0.31
%
Dividend yield
1.5
%
Stock Beta
0.903

At March 31, 2012, there was $8,307 of compensation expense that has yet to be recognized related to non-vested restricted stock unit awards, which will be recognized over a weighted-average period of 2.03 years.
The following table summarizes non-vested share awards as of March 31, 2012, as well as activity for the nine months then ended:
Share awards
Shares
 
Weighted
Average
Grant Date
Fair Value
Outstanding July 1, 2011
416

 
$
22.34

Granted
42

 
31.50

Vested
(106
)
 
22.92

Forfeited
(12
)
 
23.52

Outstanding March 31, 2012
340

 
$
23.26

At March 31, 2012, there was $3,212 of compensation expense that has yet to be recognized related to non-vested restricted stock share awards, which will be recognized over a weighted-average period of 1.27 years.

NOTE 7.    EARNINGS PER SHARE
The following table reflects the reconciliation between basic and diluted earnings per share:
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2012
 
2011
 
2012
 
2011
Net Income
$
36,657

 
$
33,081

 
$
111,657

 
$
100,897

Common share information:
 
 
 
 
 
 
 
Weighted average shares outstanding for basic earnings per share
86,824

 
86,218

 
86,600

 
85,819

Dilutive effect of stock options and restricted stock
768

 
754

 
766

 
734

Weighted average shares outstanding for diluted earnings per share
87,592

 
86,972

 
87,366

 
86,553

Basic earnings per share
$
0.42

 
$
0.38

 
$
1.29

 
$
1.18

Diluted earnings per share
$
0.42

 
$
0.38

 
$
1.28

 
$
1.17

Per share information is based on the weighted average number of common shares outstanding for the three and nine-month periods ended March 31, 2012 and 2011. Stock options and restricted stock have been included in the calculation of income per share to the extent they are dilutive. There were no anti-dilutive stock options and restricted stock excluded for the three-month periods ended March 31, 2012 and for the three months ended March 31, 2011. No anti-dilutive stock options and restricted stock were excluded from the computation of diluted earnings per share for the nine-month period ended March 31, 2012 (107 shares were excluded from the computation for the nine-month period ended March 31, 2011).

NOTE 8.    BUSINESS SEGMENT INFORMATION
The Company is a provider of integrated computer systems that perform data processing (available for in-house installations or outsourced services) for banks and credit unions. The Company’s operations are classified into two business segments: bank systems and services (“Bank”) and credit union systems and services (“Credit Union”). 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 revenue.


10

Table of Contents

 
Three Months Ended
 
Three Months Ended
 
March 31, 2012
 
March 31, 2011
 
Bank
 
Credit Union
 
Total
 
Bank
 
Credit Union
 
Total
REVENUE
 
 
 
 
 
 
 
 
 
 
 
License
$
10,887

 
$
4,122

 
$
15,009

 
$
8,464

 
$
4,561

 
$
13,025

Support and service
173,422

 
53,113

 
226,535

 
163,354

 
46,720

 
210,074

Hardware
10,390

 
4,370

 
14,760

 
11,672

 
5,414

 
17,086

Total revenue
194,699

 
61,605

 
256,304

 
183,490

 
56,695

 
240,185

COST OF SALES
 
 
 
 
 
 
 
 
 
 
 
Cost of license
1,903

 
521

 
2,424

 
770

 
375

 
1,145

Cost of support and service
106,654

 
32,939

 
139,593

 
100,355

 
30,655

 
131,010

Cost of hardware
7,635

 
3,269

 
10,904

 
8,523

 
4,217

 
12,740

Total cost of sales
116,192

 
36,729

 
152,921

 
109,648

 
35,247

 
144,895

GROSS PROFIT
$
78,507

 
$
24,876

 
103,383

 
$
73,842

 
$
21,448

 
95,290

 
 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES
 
 
 
 
46,886

 
 
 
 
 
44,787

 
 
 
 
 
 
 
 
 
 
 
 
INTEREST INCOME (EXPENSE)
 
 
 
 
(1,379
)
 
 
 
 
 
(1,649
)
 
 
 
 
 
 
 
 
 
 
 
 
INCOME BEFORE INCOME TAXES
 
 
 
 
$
55,118

 
 
 
 
 
$
48,854

 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
Nine Months Ended
 
March 31, 2012
 
March 31, 2011
 
Bank
 
Credit Union
 
Total
 
Bank
 
Credit Union
 
Total
REVENUE
 
 
 
 
 
 
 
 
 
 
 
License
$
28,102

 
$
12,723

 
$
40,825

 
$
26,826

 
$
11,118

 
$
37,944

Support and service
515,687

 
156,727

 
672,414

 
493,965

 
139,097

 
633,062

Hardware
33,769

 
13,492

 
47,261

 
33,596

 
13,040

 
46,636

Total revenue
577,558

 
182,942

 
760,500

 
554,387

 
163,255

 
717,642

COST OF SALES
 
 
 
 
 
 
 
 
 
 
 
Cost of license
3,736

 
930

 
4,666

 
3,544

 
858

 
4,402

Cost of support and service
309,848

 
96,701

 
406,549

 
293,529

 
90,144

 
383,673

Cost of hardware
23,747

 
10,319

 
34,066

 
24,309

 
10,116

 
34,425

Total cost of sales
337,331

 
107,950

 
445,281

 
321,382

 
101,118

 
422,500

GROSS PROFIT
$
240,227

 
$
74,992

 
315,219

 
$
233,005

 
$
62,137

 
295,142

 
 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES
 
 
 
 
140,136

 
 
 
 
 
136,875

 
 
 
 
 
 
 
 
 
 
 
 
INTEREST INCOME (EXPENSE)
 
 
 
 
(4,048
)
 
 
 
 
 
(6,979
)
 
 
 
 
 
 
 
 
 
 
 
 
INCOME BEFORE INCOME TAXES
 
 
 
 
$
171,035

 
 
 
 
 
$
151,288





11

Table of Contents

 
March 31,
 
June 30,
 
2012
 
2011
Property and equipment, net
 
 
 
Bank systems and services
$
240,544

 
$
235,929

Credit Union systems and services
32,562

 
34,257

Total
$
273,106

 
$
270,186

Intangible assets, net
 
 
 
Bank systems and services
$
589,862

 
$
594,507

Credit Union systems and services
233,649

 
239,579

Total
$
823,511

 
$
834,086


The Company has not disclosed any additional asset information by segment, as the information is not produced internally and its preparation is impracticable.

NOTE 9.    SUBSEQUENT EVENTS
On May 4, 2012, the Company's Board of Directors declared a cash dividend of $0.115 per share on its common stock, payable on May 31, 2012 to shareholders of record on May 21, 2012.


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Table of Contents

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements included in this Form 10-Q.
RESULTS OF OPERATIONS
Background and Overview
We provide integrated computer systems for both in-house installations and outsourced data processing to commercial banks, credit unions and other financial institutions. We have developed and acquired banking and credit union application software systems that we market, together with data conversion services, software implementation services and compatible computer hardware, to these financial institutions. For in-house installations we also provide continuing customer support services after the systems are implemented. For our customers who prefer not to make an up-front capital investment in software and hardware, we provide our full range of products and services on an outsourced basis through our data centers in five physical locations and four image-enabled item-processing centers.
In the third quarter of fiscal 2012, revenues increased 7% or $16,119 compared to the same period in the prior year, with particularly strong growth continuing in our electronic payment services and our outsourcing services. In the first nine months of fiscal 2012, revenues increased 6% or $42,858 compared to the first nine months of last year due to revenue growth in all three of our components of revenue (license, support and service, and hardware). During fiscal 2012, the Company continued to focus on cost management and also reduced interest cost from our sustained repayment of long-term debt. The growth in revenue and reduced interest cost, partially offset by a slightly higher tax rate, has resulted in a 11% increase in net income for the quarter and an 11% increase for the year-to-date period.
The current condition of the U.S. financial markets continues to impact the overall demand and spending for new products and services by some of our customers. The profitability of many financial institutions continues to improve, but in many cases remains low and this appears to have resulted in some reduction of demand for new products and services. During the past four years, a number of financial institutions have closed or merged due to regulatory action. We believe that regulatory closings will continue to decline through fiscal 2012, absent a significant downturn in the economy. Furthermore, the increase in bank failures and forced consolidations has been, to some extent, offset by a general decline in the level of acquisition activity among financial institutions.
We continue through fiscal 2012 with cautious optimism following strong third quarter results. Significant portions of our business continue to come from recurring revenue, and increases in backlog coupled with a healthy sales pipeline are also encouraging. Our customers continue to face regulatory and operational challenges which our products and services address, and in these times they have an even greater need for our solutions that directly address institutional profitability and efficiency. Our strong balance sheet, access to extensive lines of credit, the strength of our existing product line and an unwavering commitment to superior customer service position us well to address current and future opportunities to extend our customer base and produce returns for our stockholders.
A detailed discussion follows of the major components of the results of operations for the three and nine-month periods ended March 31, 2012. All amounts are in thousands and discussions compare the current three and nine-month periods ended March 31, 2012, to the prior year three and nine-month periods ended March 31, 2011.
REVENUE
License Revenue
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
License
$
15,009

 
$
13,025

 
15
%
 
$
40,825

 
$
37,944

 
8
%
Percentage of total revenue
6
%
 
5
%
 
 
 
5
%
 
5
%
 
 
The current quarter increase is due to strong results from our Silverlake® core system and related complementary products including 4|Sight™ and our Yellow Hammer™ products, partially offset by reduced revenue from our Alogent® products (our suite of deposit and image capture products targeted at large financial institutions) which returned to normal levels compared to a particularly strong quarter in the same period last year.
The year-to-date increase is mainly due to increases in Silverlake® and Episys® revenues, slightly offset by the Alogent® decrease year-over-year.
While license fees will fluctuate from quarter to quarter, recent trends indicate that our customers are increasingly electing to contract for our products via outsourced delivery rather than a traditional license as our outsourced delivery does not require an up-front capital investment in license fees. We expect this trend to continue in the long term.

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Table of Contents

Support and Service Revenue
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
Support and service
$
226,535

 
$
210,074

 
8
%
 
$
672,414

 
$
633,062

 
6
%
Percentage of total revenue
88
%
 
87
%
 
 
 
88
%
 
88
%
 
 
 
Qtr over Qtr Change
 
 
 
Year over Year Change
 
 
 
$ Change
 
% Change
 
 
 
$ Change
 
% Change
 
 
In-House Support & Other Services
$
1,735

 
2
%
 
 
 
$
4,950

 
2
%
 
 
Electronic Payment Services
8,587

 
11
%
 
 
 
24,220

 
11
%
 
 
Outsourcing Services
4,010

 
9
%
 
 
 
7,269

 
5
%
 
 
Implementation Services
2,129

 
14
%
 
 
 
2,913

 
6
%
 
 
Total Increase
$
16,461

 
 
 
 
 
$
39,352

 
 
 
 
There was growth in all support and service revenue components for both the current quarter and the year-to-date.
In-house support and other services revenue increased for the three and nine month periods due to annual maintenance fee increases (as our customers’ assets have grown) and increased revenues from our system conversion services. Revenue from our complementary products has also grown as the total number of supported in-house products has grown.
Electronic payment services continue to experience the largest growth. The quarterly and nine-month revenue increases are attributable to strong performance across our electronic payment products, particularly from debit/credit card processing services, online bill payment services and ACH processing.
Outsourcing services for banks and credit unions continue to drive revenue growth as customers continue to show a preference for outsourced delivery of our solutions. We expect the trend towards outsourced product delivery to benefit outsourcing services revenue for the foreseeable future. Revenues from outsourcing services are typically earned under multi-year service contracts and therefore provide a long-term stream of recurring revenues.
Implementation services revenue increased for the quarter due mainly to increased implementations of our Silverlake® and Episys® core products, coupled with increased merger conversion revenues, particularly from Silverlake®. The year-to-date increased revenue is due to improved implementation revenue, mainly from our Episys® credit union core product as well as higher merger conversion implementation revenues, which include our Silverlake® and Core Director® core banking products.
Hardware Revenue
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
Hardware
$
14,760

 
$
17,086

 
(14
)%
 
$
47,261

 
$
46,636

 
1
%
Percentage of total revenue
6
%
 
7
%
 
 
 
6
%
 
6
%
 
 
Hardware revenue continues to fluctuate from quarter to quarter. Revenue has increased slightly for the nine month periods due to an increase in the number of third party hardware systems and components delivered, mainly in the second quarter, as existing customers upgraded their hardware systems.
Although there will be continuing quarterly fluctuations, we expect there to be an overall decreasing trend in hardware sales due to the change in sales mix towards outsourcing contracts, which typically do not include hardware, and the deflationary trend of computer prices generally.
BACKLOG
Our backlog of $396,977 ($82,419 in-house and $314,558 outsourcing) at March 31, 2012 increased 18% from $335,485 ($76,883 in-house and $258,602 outsourcing) at March 31, 2011. The current quarter backlog increased 5% from December 31, 2011, when backlog was $378,778 ($73,742 in-house and $305,036 outsourcing).

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Table of Contents

COST OF SALES AND GROSS PROFIT
 
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of License
$
2,424

 
$
1,145

 
112
 %
 
$
4,666

 
$
4,402

 
6
 %
Percentage of  total revenue
1
%
 
<1%

 
 
 
1
%
 
1
%
 
 
License Gross Profit
$
12,585

 
$
11,880

 
6
 %
 
$
36,159

 
$
33,542

 
8
 %
Gross Profit Margin
84
%
 
91
%
 
 
 
89
%
 
88
%
 
 
Cost of support and service
$
139,593

 
$
131,010

 
7
 %
 
$
406,549

 
$
383,673

 
6
 %
Percentage of  total revenue
54
%
 
55
%
 
 
 
53
%
 
53
%
 
 
Support and Service Gross Profit
$
86,942

 
$
79,064

 
10
 %
 
$
265,865

 
$
249,389

 
7
 %
Gross Profit Margin
38
%
 
38
%
 
 
 
40
%
 
39
%
 
 
Cost of hardware
$
10,904

 
$
12,740

 
(14
)%
 
$
34,066

 
$
34,425

 
(1
)%
Percentage of  total revenue
4
%
 
5
%
 
 
 
4
%
 
5
%
 
 
Hardware Gross Profit
$
3,856

 
$
4,346

 
(11
)%
 
$
13,195

 
$
12,211

 
8
 %
Gross Profit Margin
26
%
 
25
%
 
 
 
28
%
 
26
%
 
 
TOTAL COST OF SALES
$
152,921

 
$
144,895

 
6
 %
 
$
445,281

 
$
422,500

 
5
 %
Percentage of  total revenue
60
%
 
60
%
 
 
 
59
%
 
59
%
 
 
TOTAL GROSS PROFIT
$
103,383

 
$
95,290

 
8
 %
 
$
315,219

 
$
295,142

 
7
 %
Gross Profit Margin
40
%
 
40
%
 
 
 
41
%
 
41
%
 
 
Cost of license depends greatly on third party reseller agreement software vendor costs. During the quarter, sales of these third party vendor licenses increased as a percentage of total license revenue leading to higher related costs and decreased gross profit margins. For the year-to-date period, sales of third party software products has increased slightly compared to last year, but has decreased as a percentage of total license revenue leading to lower related costs and slightly increased gross profit margins.
Cost of support and service increased for the three and nine months commensurate with the increase in support and services revenue, as evidenced by the consistent gross profit margins.
In general, changes in cost of hardware trend consistently with hardware revenue. For the current quarter and year to date however, increased sales of higher margin products related to hardware upgrades has driven higher hardware margins in the current quarter and year-to-date.

OPERATING EXPENSES
Selling and Marketing
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
Selling and marketing
$
18,994

 
$
16,929

 
12
%
 
$
55,912

 
$
50,270

 
11
%
Percentage of  total revenue
7
%
 
7
%
 
 
 
7
%
 
7
%
 
 
Selling and marketing expenses for both the quarter and year-to-date have increased mainly due to higher commission expenses. This is in line with increased sales volume of long term service contracts on which commissions are paid as a percentage of total revenue.
Research and Development
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
Research and development
$
15,471

 
$
15,716

 
(2
)%
 
$
45,482

 
$
46,943

 
(3
)%
Percentage of  total revenue
6
%
 
7
%
 
 
 
6
%
 
7
%
 
 

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Table of Contents

Research and development expenses decreased for the three and nine month periods ended March 31, 2012 primarily due to increased capitalization of costs for ongoing software development projects, which has also driven the decreases in the percentage of total revenue for both the quarter and year-to-date.
General and Administrative
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012

2011
 
 
 
2012
 
2011
 
 
General and administrative
$
12,421

 
$
12,142

 
2
%
 
$
38,742

 
$
39,662

 
(2
)%
Percentage of  total revenue
5
%
 
5
%
 
 
 
5
%
 
6
%
 
 
General and administrative expenses for the quarter have remained fairly consistent. Year-to-date general and administrative expenses decreased due mainly to decreased legal expenses compared to the same period last year. The year-to-date percentage of total revenue reduced from 6% of total revenue in the prior fiscal year to 5% in the current fiscal year.
INTEREST INCOME AND EXPENSE
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
Interest Income
$
85

 
$
61

 
39
 %
 
$
320

 
$
110

 
191
 %
Interest Expense
$
(1,464
)
 
$
(1,710
)
 
(14
)%
 
$
(4,368
)
 
$
(7,089
)
 
(38
)%
Interest income for the three and nine-month periods ended March 31, 2012 fluctuated due to changes in invested balances and yields on invested balances. Interest expense decreased for the quarter and year-to-date due mainly to payments of $120,000 made on our revolving credit facility in fiscal 2011, reducing interest costs this year compared to last year.
PROVISION FOR INCOME TAXES
The provision for income taxes was $18,461 and $59,378 for the three and nine month periods ended March 31, 2012 compared with $15,773 and $50,391 for the same periods last year. As of the end of the current quarter, the effective rate of income taxes is 33.5% and 34.7% of income before income taxes for the quarter and year-to-date respectively, compared to 32.3% and 33.3% as reported in fiscal 2011. The prior year percentage was lower primarily due to the effect of the Research and Experimentation Credit (“R&E Credit”), which was retroactively extended from January 1, 2010 to December 31, 2011 during the second quarter of fiscal 2011. At this time the credit has not been renewed for the portion of the current tax year from January 1, 2012 to June 30, 2012.
NET INCOME
Net income increased 11% for the three months ended March 31, 2012. For the third quarter of fiscal 2012, it was $36,657 or $0.42 per diluted share compared to $33,081, or $0.38 per diluted share in the same period last year. Net income also increased for the nine month period ended March 31, 2012 to $111,657 or $1.28 per diluted share compared to $100,897 or $1.17 per diluted share, for the same nine month period last year.

BUSINESS SEGMENT DISCUSSION
The Company is a provider of integrated computer systems that perform data processing (available for in-house installations or outsourced services) for banks and credit unions. The Company’s operations are classified into two business segments: bank systems and services (“Bank”) and credit union systems and services (“Credit Union”). 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 revenue.
Bank Systems and Services
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31,
 
Change
 
March 31,
 
Change
 
2012

2011
 
 
 
2012
 
2011
 
 
Revenue
$
194,699

 
$
183,490

 
6
%
 
$
577,558

 
$
554,387

 
4
%
Gross Profit
$
78,507

 
$
73,842

 
6
%
 
$
240,227

 
$
233,005

 
3
%
Gross Profit Margin
40
%
 
40
%
 
 
 
42
%
 
42
%
 
 

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Table of Contents

Revenue in the Bank segment increased 6% compared to the equivalent quarter last fiscal year. This was primarily due to growth in all areas of support and service revenue, particularly a 10% increase in electronic payment transaction processing services revenue and a 7% increase in outsourcing services.
Year-to-date revenue increased 4% for the nine month period due mainly to a 4% increase in support and service revenue. Within support and service revenue, the increase was driven by 11% growth in electronic payment services revenues from transaction processing and a 4% increase in outsourcing services, partially offset by a slight decrease in implementation revenue compared to the same period a year ago.
Gross profit margins have remained consistent.

Credit Union Systems and Services
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
%
 
Nine Months Ended
 
%
 
March 31, 2012
 
Change
 
March 31, 2012
 
Change
 
2012
 
2011
 
 
 
2012
 
2011
 
 
Revenue
$
61,605

 
$
56,695

 
9
%
 
$
182,942

 
$
163,255

 
12
%
Gross Profit
$
24,876

 
$
21,448

 
16
%
 
$
74,992

 
$
62,137

 
21
%
Gross Profit Margin
40
%
 
38
%
 
 
 
41
%
 
38
%
 
 
Revenue in the Credit Union segment increased from the same quarter last year, particularly in support & service revenue which grew 14%. All components of support & service revenue increased, particularly electronic payment services which increased due to the continuing growth of our online bill payment processing and debit/credit card processing services in the Credit Union segment. Strong results in the Symitar group, particularly through increased in-house and outsourced implementations of our Episys® core system, have led to increases in implementation revenue, in-house maintenance fees and outsourcing services revenues compared to the same quarter last year.
Year-to-date revenue in the Credit Union segment has increased in all three of our revenue areas (license, support & service and hardware). Support & service revenues grew 13% through increases in all components, particularly electronic payment services due to the continuing growth of our transaction processing and debit/credit card processing services and implementation services due to increased Episys® installations in the year-to-date.
Gross profit margins for the Credit Union segment for the three and nine month periods have increased mainly due to the increase in electronic payment services revenue noted above as incremental transaction-based revenues achieve higher margins.

FINANCIAL CONDITION
Liquidity
The Company's cash and cash equivalents totaled $89,771 at March 31, 2012, increasing from $63,125 at June 30, 2011, and from $54,383 at March 31, 2011. The increase from June 30, 2011 is primarily due to continued receipts from our annual maintenance billings. The cash balance at March 31, 2011 was lower than the balance at March 31, 2012 primarily due to repayment of the $100 million bullet loan in the first quarter of last fiscal year.
The following table summarizes net cash from operating activities in the statement of cash flows:
 
Nine Months Ended
 
March 31,
 
2012
 
2011
Net income
$
111,657

 
$
100,897

Non-cash expenses
85,533

 
76,505

Change in receivables
89,139

 
92,921

Change in deferred revenue
(156,837
)
 
(138,010
)
Change in other assets and liabilities
(11,475
)
 
(17,155
)
Net cash provided by operating activities
$
118,017

 
$
115,158

Cash provided by operating activities for the fiscal year to date increased 2% compared to last year. Cash from operations is primarily used to repay debt, pay dividends and fund acquisitions and other capital expenditures. The increase compared to last year reflects increased earnings driven by continued strong revenue growth, ongoing cost control and decreased interests costs.

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Table of Contents

Cash used in investing activities for the current year totaled $49,358. The largest use of of cash included capital expenditures on facilities and equipment of $26,555, including build-out of our Allen, TX facility, computer equipment purchases and related purchased software. Other major uses of cash included $25,855 for the development of software and $720 for the acquisition of customer contracts. This expenditure has been partially offset by $2,772 proceeds, mainly from an aircraft sale. In the first nine months of fiscal 2011, cash used in investing activities totaled $43,494 which included capital expenditures for facilities and equipment of $24,216, related to computer equipment and final costs relating to the construction of our new Branson, Missouri and Springfield, Missouri facilities,with other major uses of cash being $19,279 for the development of software.
Financing activities used cash of $42,013 during the current year. There were cash outflows to repay long and short term borrowings on our credit facilities of $24,315 and dividends paid to stockholders of $28,164. Cash used was partially offset by $10,466 net proceeds from the issuance of stock and tax related to stock-based compensation. Net cash used by financing activities in the first nine months of last year, was $142,799 and includes $136,921 repayments on our lines of credit and $25,324 in dividend payments to shareholders, partially offset by $19,047 of net proceeds from the issuance of stock and tax related to stock-based compensation.
While the current condition of the U.S. financial markets continues to impact our customers, we have not experienced any significant issues with our current collection efforts. Furthermore, we believe that any future impact to our liquidity would be minimized by our access to available lines of credit.
Capital Requirements and Resources
The Company generally uses existing resources and funds generated from operations to meet its capital requirements. Capital expenditures totaling $26,555 and $24,216 for the nine-month periods ended March 31, 2012 and 2011, respectively, were made primarily for additional equipment and the improvement of existing facilities. These additions were funded from cash generated by operations. Total consolidated capital expenditures for the Company for fiscal year 2012 are not expected to exceed $40,000 and will be funded from cash generated by operations.
The Board of Directors has authorized the Company to repurchase shares of its common stock. Under this authorization, the Company may finance its share repurchases with available cash reserves or short-term borrowings on its existing credit facilities. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2011 and March 31, 2012, there were 14,407 shares in treasury stock and the Company had the remaining authority to repurchase up to 5,584 additional shares. The total cost of treasury shares at March 31, 2012 is $309,585. There were no repurchases of treasury stock during the three and nine months ended March 31, 2012.
The Company has entered into a bank credit facility agreement that includes a revolving loan and a term loan.
Revolving credit facility
The long term revolving loan allows for borrowings of up to $150,000, which may be increased by the Company at any time until maturity to $250,000. The revolving loan terminates June 4, 2015. At March 31, 2012, there was no outstanding revolving loan balance.
Term loan
The term loan had an original principal balance of $150,000, with quarterly principal payments of $5,625 that began on September 30, 2011. The remaining outstanding balance on June 4, 2015 is due and payable on that date. At March 31, 2012, the outstanding balance of $133,125 was bearing interest at a rate of 2.47%, and $22,500 will be maturing within the next twelve months.
Each of the above loans bear interest at a variable rate equal to (a) a rate based on LIBOR or (b) an alternate base rate (the greater of (a) the Federal Funds Rate plus 0.5%, (b) the Prime Rate or (c) LIBOR plus 1.0%), plus an applicable percentage in each case determined by the Company's leverage ratio. The loans are secured by pledges of capital stock of certain subsidiaries of the Company. The loans are also guaranteed by certain subsidiaries of the Company. The credit facility is subject to various financial covenants that require the Company to maintain certain financial ratios as defined in the agreement. As of March 31, 2012, the Company was in compliance with all such covenants.
Capital leases
The Company has entered into various capital lease obligations for the use of certain computer equipment. Long term capital lease obligations were entered into of which $5,910 remains outstanding at March 31, 2012 and $4,124 will be maturing within the next twelve months. The Company also has short term capital lease obligations totaling $1,488 at March 31, 2012.
Other lines of credit

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The Company renewed an unsecured bank credit line on April 29, 2012 which provides for funding of up to $5,000 and bears interest at the prime rate less 1% (2.25% at March 31, 2012). The credit line was renewed through April 29, 2014. At March 31, 2012, no amount was outstanding.

Critical Accounting Policies
The Company regularly reviews its selection and application of significant accounting policies and related financial disclosures. The application of these accounting policies requires that management make estimates and judgments. The estimates that affect the application of our most critical accounting policies and require our most significant judgments are outlined in Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Critical Accounting Policies” – contained in our annual report on Form 10-K for the year ended June 30, 2011.
Forward Looking Statements
The Management's Discussion and Analysis of Results of Operations and Financial Condition 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, 2011. Undue reliance should not be placed on the forward-looking statements. The Company does not undertake any obligation to publicly update any forward-looking statements.
CONCLUSION
The Company’s results of operations and its financial position continue to be solid, with increased gross profit and net income for the three and nine month period ended March 31, 2012, compared to the same periods a year ago. We continue to be cautiously optimistic, as we maintain significant levels of recurring revenue and continue to see increases in our backlog of contracts for products and services yet to be delivered. Our overall results reflect the continuing attitude of cooperation and commitment by each employee, management's ongoing cost control efforts and our commitment to continue delivering top quality products and superior services to all of our customers in the markets we serve. We believe that we are well positioned to address current and future opportunities which will arise to extend our customer base and produce returns for our stockholders.

ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES 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 a certain financial instrument or group of financial instruments. We are currently exposed to credit risk on credit extended to customers and interest risk on outstanding debt. We do not currently use any derivative financial instruments. We actively monitor these risks through a variety of controlled procedures involving senior management.
Based on the controls in place and the credit worthiness of the customer base, we believe the credit risk associated with the extension of credit to our customers will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Based on our outstanding debt with variable interest rates as of March 31, 2012, a 1% increase in our borrowing rate would increase annual interest expense in fiscal 2012 by less than $1,400.

ITEM 4.        CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including our Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. For this purpose, disclosure controls and procedures include controls and procedures designed to ensure that information that is required to be disclosed under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2012 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 6. EXHIBITS
    
31.1        Certification of the Chief Executive Officer dated May 4, 2012.

31.2        Certification of the Chief Financial Officer dated May 4, 2012.

32.1        Written Statement of the Chief Executive Officer dated May 4, 2012.

32.2        Written Statement of the Chief Financial Officer dated May 4, 2012.

101.INS*    XBRL Instance Document

101.SCH*    XBRL Taxonomy Extension Schema Document

101.CAL*    XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*    XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*    XBRL Taxonomy Extension Label Linkbase Document

101.PRE*    XBRL Taxonomy Extension Presentation Linkbase Document

* Furnished with this quarterly report on Form 10-Q are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at March 31, 2012 and June 30, 2011, (ii) the Condensed Consolidated Statements of Income for the three and nine-month periods ended March 31, 2012 and 2011, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2012 and 2011, and (iv) Notes to Condensed Consolidated Financial Statements.

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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 its behalf by the undersigned thereunto duly authorized.

 
 
 
JACK HENRY & ASSOCIATES, INC.
 
 
 
 
Date:
May 4, 2012
 
/s/ John F. Prim
 
 
 
John F. Prim
 
 
 
Chief Executive Officer and Director
 
 
 
 
Date:
May 4, 2012
 
/s/ Kevin D. Williams
 
 
 
Kevin D. Williams
 
 
 
Chief Financial Officer and Treasurer


22
JKHY-2012.3.31-ex31.1


EXHIBIT 31.1
CERTIFICATION
I, John F. Prim, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Jack Henry & Associates, Inc.;
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;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the  registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: May 4, 2012
 
 
/s/ John F. Prim
 
 
John F. Prim
 
 
Chief Executive Officer
 
 
 
 
 
 



JKHY-2012.3.31-ex31.2


EXHIBIT 31.2
CERTIFICATION
I, Kevin D. Williams, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Jack Henry & Associates, Inc.;
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;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the  registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: May 4, 2012
 
 
/s/ Kevin D. Williams
 
 
Kevin D. Williams
 
 
Chief Financial Officer
 
 
 
 
 
 



JKHY-2012.3.31-ex32.1


EXHIBIT 32.1

Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Chief Executive Officer of Jack Henry & Associates, Inc. (the "Company"), hereby certify that the Quarterly Report on Form 10-Q of the Company for the nine-month period ended March 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated:  May 4, 2012
 
 
*/s/ John F. Prim
 
 
John F. Prim
 
 
Chief Executive Officer
 
 
 
 
 
 



*A signed original of this written statement required by Section 906 has been provided to Jack Henry & Associates, Inc. and will be retained by Jack Henry & Associates, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


JKHY-2012.3.31-ex32.2


EXHIBIT 32.2

Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Chief Financial Officer of Jack Henry & Associates, Inc. (the "Company"), hereby certify that the Quarterly Report on Form 10-Q of the Company for the nine month period ended March 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated:  May 4, 2012
 
 
*/s/ Kevin D. Williams
 
 
Kevin D. Williams
 
 
Chief Financial Officer
 
 
 
 
 
 



*A signed original of this written statement required by Section 906 has been provided to Jack Henry & Associates, Inc. and will be retained by Jack Henry & Associates, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.