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 September 30, 2003
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.
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(Exact name of registrant as specified in its charter)
Delaware 43-1128385
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State or Other Jurisdiction I.R.S. Employer
of Incorporation Identification No.
663 Highway 60, P.O. Box 807, Monett, MO 65708
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Address of Principal Executive Offices
(Zip Code)
417-235-6652
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(Registrant's telephone number, including area code)
N/A
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(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 is an accelerated filer
(as defined in Exchange Act Rule 12b-2 of the Exchange Act.)
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.
As of November 6, 2003, Registrant had 89,186,357 shares of common
stock outstanding ($.01 par value)
JACK HENRY AND ASSOCIATES, INC.
CONTENTS
Page
PART I Reference
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets
September 30, 2003 and June 30, 2003 (Unaudited) 3
Condensed Consolidated Statements of Income
for the Three Months Ended September 30, 2003
and 2002 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended September 30, 2003
and 2002 (Unaudited) 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) 6
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
ITEM 3 Quantitative and Qualitative Disclosure about
Market Risk 12
ITEM 4 Controls and Procedures 12
PART II OTHER INFORMATION
ITEM 4 Submission of Matters to a Vote of Security Holders 12
ITEM 6 Exhibits and Reports on Form 8-k 13
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)
September 30, June 30,
2003 2003
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 103,032 $ 32,014
Investments, at amortized cost 998 998
Trade receivables 65,594 150,951
Prepaid cost of product 18,476 18,483
Prepaid expenses and other 12,783 13,816
Deferred income taxes 1,015 1,000
----------- -----------
Total $ 201,898 $ 217,262
PROPERTY AND EQUIPMENT, net $ 207,299 $ 196,046
OTHER ASSETS:
Goodwill $ 44,543 $ 44,543
Trade names 3,699 3,699
Customer relationships, net of amortization 58,149 59,358
Computer software, net of amortization 12,666 12,500
Prepaid cost of product 9,059 10,021
Other non-current assets 6,039 5,146
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Total $ 134,155 $ 135,267
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Total assets $ 543,352 $ 548,575
=========== ===========
LIABILITES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 7,692 $ 9,617
Accrued expenses 10,711 17,250
Accrued income taxes 2,777 421
Deferred revenues 99,110 119,492
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Total $ 120,290 $ 146,780
DEFERRED REVENUES 11,633 12,732
DEFERRED INCOME TAXES 25,950 23,840
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Total liabilities $ 157,873 $ 183,352
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
09/30/03 and 06/30/03 were 90,519,856 905 905
Additional paid-in capital 171,282 169,299
Retained earnings 240,302 233,396
Less treasury stock at cost 1,663,193 shares
at 09/30/03, 2,363,121 shares at 06/30/03 (27,010) (38,377)
----------- -----------
Total stockholders' equity $ 385,479 $ 365,223
----------- -----------
Total liabilities and stockholders' equity $ 543,352 $ 548,575
=========== ===========
See notes to condensed consolidated financial statements
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended
September 30,
-------------------------
2003 2002
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REVENUE
License $ 12,960 $ 12,069
Support and service 72,524 59,884
Hardware 23,456 22,025
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Total 108,940 93,978
COST OF SALES
Cost of license 913 791
Cost of support and service 49,049 41,455
Cost of hardware 16,321 16,619
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Total 66,283 58,865
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GROSS PROFIT $ 42,657 $ 35,113
OPERATING EXPENSES
Selling and marketing 8,772 7,199
Research and development 5,319 3,551
General and administrative 7,005 6,736
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Total 21,096 17,486
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OPERATING INCOME $ 21,561 $ 17,627
INTEREST INCOME (EXPENSE)
Interest income 287 187
Interest expense (26) (23)
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Total 261 164
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INCOME BEFORE INCOME TAXES $ 21,822 $ 17,791
PROVISION FOR INCOME TAXES 7,965 6,493
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Net Income $ 13,857 $ 11,298
=========== ===========
Diluted net income per share $ 0.15 $ 0.13
=========== ===========
Diluted weighted average shares outstanding 91,069 89,579
=========== ===========
Basic net income per share $ 0.16 $ 0.13
=========== ===========
Basic weighted average shares outstanding 88,515 88,085
=========== ===========
See notes to condensed consolidated financial statements
JACK HENRY AND ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Three Months Ended
September 30,
-------------------------
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 13,857 $ 11,298
Adjustments to reconcile net income from
operations to cash from operating activities:
Depreciation 6,408 5,773
Amortization 1,550 1,543
Deferred income taxes 2,095 1,900
Other, net 2 (6)
Changes in:
Trade receivables 85,357 59,461
Prepaid expenses and other 1,062 138
Accounts payable (1,925) 918
Accrued expenses (6,539) (3,002)
Income taxes (including tax benefit of
$1,981 and $72 from the exercise of
stock options, respectively) 4,337 3,054
Deferred revenues (21,482) (21,136)
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Net cash from operating activities $ 84,722 $ 59,941
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $ (17,675) $ (16,466)
Purchase of investments (998) (996)
Proceeds from maturity of investments 1,000 1,000
Computer software developed (507) (1,271)
Other, net 58 18
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Net cash from investing activities $ (18,122) $ (17,715)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock upon
exercise of stock options $ 7,345 $ 432
Proceeds from sale of common stock, net 179 215
Dividends paid (3,106) (3,076)
Purchase of treasury stock - (15,894)
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Net cash from financing activities $ 4,418 $ (18,323)
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NET INCREASE IN CASH AND CASH EQUIVALENTS $ 71,018 $ 23,903
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD $ 32,014 $ 17,765
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 103,032 $ 41,668
=========== ===========
See notes to condensed consolidated financial statements
Net cash paid for income taxes was $1,033 and $1,539 for the three months
ended September 30, 2003 and 2002, respectively.
The Company paid interest of $26 and $23 for the three months ended
September 30, 2003 and 2002, respectively.
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE COMPANY
Jack Henry & Associates, Inc. ("JHA" or the "Company") is a leading provider
of integrated computer systems that has developed or acquired several
banking and credit union software systems. The Company's revenues are
predominately earned by marketing those systems to financial institutions
nationwide along with the computer equipment (hardware) and by providing the
conversion and software installation services for a financial institution to
install a JHA software system. JHA also provides continuing support and
services to customers using the systems either in-house or outsourced.
CONSOLIDATION
The condensed consolidated financial statements include the accounts of JHA
and all of its wholly owned subsidiaries and all significant intercompany
accounts and transactions have been eliminated.
STOCK OPTIONS
As permitted under Statement of Financial Accounting Standards ("SFAS") No.
123, Accounting for Stock-Based Compensation, the Company has elected to
follow Accounting Principles Board Opinion ("APB") No. 25, Accounting for
Stock Issued to Employees, in accounting for stock-based awards to
employees. Under APB No. 25, the Company generally recognizes no
compensation expense with respect to such awards, since the exercise price
of the stock options awarded are equal to the fair market value of the
underlying security on the grant date.
Pro forma information regarding net income and earnings per share is
required to be presented as if the Company had accounted for its stock based
awards to employees under the fair value method of SFAS No 123. The value
of the Company's stock-based awards to employees was estimated as of the
date of the grant using a Black-Scholes option pricing model. The Company's
pro forma information is as follows:
(In thousands, except
Three Months Ended
September 30,
2003 2002
-------- --------
Net income, as reported $ 13,857 $ 11,298
Deduct: Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effects 6,500 602
-------- --------
Pro forma net income $ 7,357 $ 10,696
======== ========
Diluted net income per share
As reported $ 0.15 $ 0.13
Pro forma $ 0.08 $ 0.12
Basic net income per share
As reported $ 0.16 $ 0.13
Pro forma $ 0.08 $ 0.12
COMPREHENSIVE INCOME
Comprehensive income for each of the three month periods ended September 30,
2003 and 2002, 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 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 Form 10-K for the year
ended June 30, 2003. 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, 2003.
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 September 30, 2003, the results of
its operations and its cash flows for the three month periods ended
September 30, 2003 and 2002.
The results of operations for the period ended September 30, 2003 are not
necessarily indicative of the results to be expected for the entire year.
RECLASSIFICATION
Where appropriate, prior period financial information has been reclassified
to conform with the current period's presentation.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
Effective November 22, 2002, the "EITF" reached a consensus regarding EITF
Issue No. 02-16, Accounting by a Customer, Including a Reseller, for Cash
Consideration Received from a Vendor. This consensus requires that payments
from a vendor be classified as a reduction to the price of the vendor's
goods and taken as a reduction to cost of sales unless the payments are (1)
a reimbursement for costs incurred to sell the product or (2) a payment for
assets or services provided. The consensus also requires that payments from
a vendor be recognized as a reduction to cost of sales on a rational and
systematic basis. This consensus is effective for fiscal years beginning
after December 15, 2002 (July 1, 2003 for JHA). The adoption of this
consensus on July 1, 2003 did not have a material impact on its consolidated
financial position or results of operations.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities, ("VIE") which addresses
consolidation by business enterprises of variable interest entities that
either: (1) do not have sufficient equity investment at risk to permit the
entity to finance its activities without additional subordinated financial
support, or (2) the equity investors lack an essential characteristic of a
controlling financial interest The FIN 46 transition requirements for VIEs
existing before January 31, 2003, were delayed, effective October 9, 2003,
with the issuance of FASB Staff Position 46-6. The Company early adopted
the transition provisions of FIN 46 on July 1, 2003, without any impact on
its financial position or results of operations, because the Company does
not have any VIEs.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS No.
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity.
SFAS No. 150 requires classification of a financial instrument that is
within its scope as a liability, or an asset in some circumstances. SFAS
No. 150 is effective for financial instruments entered into or modified
after May 31, 2003, and shall otherwise be effective for the Company on July
1, 2003. The adoption of this standard did not have a material impact on
the Company's financial statements.
NOTE 3. SHARES USED IN COMPUTING NET INCOME PER SHARE
(In Thousands)
Three Months Ended
September 30,
2003 2002
-------- --------
Weighted average number of
common shares outstanding - basic 88,515 88,085
Common stock equivalents 2,554 1,494
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Weighted average number of common
and common equivalent shares
outstanding - dilutrd 91,069 89,579
======== ========
Per share information is based on the weighted average number of common
shares outstanding for the periods ended September 30, 2003 and 2002. Stock
options have been included in the calculation of income per share to the
extent they are dilutive.
Non-dilutive stock options to purchase approximately 1,788,380 and 6,034,848
shares for the three month periods ended September 30, 2003 and 2002,
respectively, were not included in the computation of diluted income per
common share.
NOTE 4. 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 Company's operations are
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 revenue.
(In Thousands)
Three Months Ended
September 30,
-----------------------
2003 2002
-------- --------
Revenues
Bank systems and services $ 91,564 $ 80,702
Credit union systems and services 17,376 13,276
-------- --------
Total $ 108,940 $ 93,978
======== ========
Gross Profit
Bank systems and services $ 36,566 $ 30,933
Credit union systems and services 6,091 4,180
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Total $ 42,657 $ 35,113
======== ========
(In Thousands)
September 30, June 30,
2003 2003
-------- --------
Property and equipment, net
Bank systems and services $ 191,486 $ 192,846
Credit union systems and services 15,813 3,200
-------- --------
Total $ 207,299 $ 196,046
======== ========
Identified Intangible assets, net
Bank systems and services $ 49,524 $ 50,205
Credit union systems and services 24,990 25,352
-------- --------
Total $ 74,514 $ 75,557
======== ========
Goodwill, net
Bank systems and services $ 27,314 $ 27,314
Credit union systems and services 17,229 17,229
-------- --------
Total $ 44,543 $ 44,543
======== ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Background and Overview
We provide a suite of integrated computer solutions for in-house and
outsourced data processing to commercial banks with under $30.0 billion in
total assets, credit unions and other financial institutions. We have
developed and acquired banking and credit union application software systems
that we market, together with compatible computer hardware, to financial
institutions throughout the United States. We also perform data conversion
and software installation for the implementation of our systems and provide
continuing customer support services after the systems are installed. For
our customers who prefer not to make an up-front capital investment in
software and hardware, we provide the same full range of products and
services on an outsourced basis through our eight data centers and seventeen
item processing centers located throughout the United States.
A detailed discussion of the major components of the results of operations
for the three month period ended September 30, 2003 compared to the same
period in the previous year follows:
REVENUE - Revenue increased 16% to $108.9 million for the three months ended
September 30, 2003 from $94.0 million for the same period last year.
License fee revenue increased 7% to $13.0 million or 12% of total revenue,
compared to $12.1 million in the first quarter a year ago or 13% of total
revenue. Support and service revenue increased 21% to $72.5 million or 67%
of total revenue for the three months ended September 30, 2003 compared to
$59.9 million, or 64% of total revenue, in the same period in the previous
year. Hardware revenue increased 6% to $23.5 million or 22% of total
revenue from $22.0 million or 23% of total revenues for the first quarter in
the previous year.
There was strong growth in all components that make up support and service
revenue due to both installation of additional customers/products and
overall organic growth, causing the overall increase as a percentage of
total revenue. The support and service revenue growth of $12.6 million for
the three months ended September 30, 2003 compared to the same period last
year represents $2.9 million growth in installation services, $1.8 million
growth in ATM and debit card processing services, $1.8 million growth in
outsourcing services and $6.1 million increase in-house support revenue.
Our backlog increased 21% at September 30, 2003 to $176.5 million ($60.2 in-
house and $116.3 outsourcing) from $146.5 million ($53.2 in-house and $93.3
outsourcing) at September 30, 2002, but decreased 4% from $183.1 million
($69.5 in-house and $113.6 outsourcing) at June 30, 2003.
COST OF SALES - Cost of sales increased 13% for the three months ended
September 30, 2003, from $58.9 million for the three months ended September
30, 2002 to $66.3 million. Cost of licensing increased 15% for the three
months ended September 30, 2003, as compared with the same period in the
prior year, but remained flat at 1% of revenue for both years. The increase
is due to obligations to third party vendors for software we resell. Cost
of support and service increased 18% to $49.0 million in the current
three month period compared to $41.5 million for the three months ended
September 30, 2002. Employee related expenses increased 14%, primarily due
to a 4% increase in headcount and increased benefit cost compared to the
three-month period ended September 30, 2002. The cost of support and service
depreciation and amortization expense increased 25%. The increase in
depreciation is due to a new building being occupied in June 2003 plus other
capital expenditures for infrastructure and equipment in relation to support
and services. Cost of hardware decreased 2% from $16.6 million for the first
quarter 2003 to $16.3 million primarily due to increased vendor incentives
earned as compared to last year.
GROSS PROFIT - Gross profit increased 21% to $42.7 million, reflecting 39%
gross margin in the first quarter of 2004, compared to $35.1 million,
reflecting a 37% gross margin in the first quarter of 2003. Gross margin on
license revenue remained flat at 93% for the current quarter compared to
last year's first quarter. The gross profit for support and services
increased 27% from $18.4 million to $23.5 million for the first quarter
ended September 30, 2003 compared to the same period last year. For the
three months ended September 30, 2003, the gross margin for support and
services was 32% compared to 31% for the same quarter last year. The
increase is due to increased volumes, increased number of customers and
continued leveraging of resources in our outsourcing and ATM/Debit card
processing services. Hardware gross profit increased 32% from $5.4 million
in the prior years' first quarter to $7.1 million in the current quarter.
Hardware gross margin increased from 25% in the first quarter of 2003 to 30%
for the first quarter fiscal 2004. The increase is primarily due to sales
mix and an increase in incentives and rebates on specific hardware sold
compared to last year.
OPERATING EXPENSES - Total operating expenses increased 21% to $21.1 million
in the three months ended September 30, 2003 compared to $17.5 million in
the same period for the prior year. The increase represents a 50% increase
in research and development expenses in the current quarter, or 5% of
revenues as compared with 4% of revenues for the first quarter in 2003. The
increase is primarily due to the increased headcount compared to the prior
year for the ongoing development of new products and enhancements to
existing products. Another contributing factor is last year a larger
percentage of employee-related expenses were capitalized as part of major
ongoing development projects, which have since been completed. Selling and
marketing expenses increased 22%, mainly due to increased revenue, but
remained fairly even at 8% of total revenue for the three months ended
September 30, 2003, compared to the same period last year. General and
administrative expenses increased 4%, from $6.7 million to $7.0 million in
the first quarter of fiscal 2004 as compared with the same three-month
period last year.
INTEREST INCOME (EXPENSE) - Net interest income for the three months ended
September 30, 2003 reflects an increase of $97,000 when compared to the same
period last year primarily due to the higher cash and cash equivalents
balance.
PROVISION FOR INCOME TAXES - The provision for income taxes was $8.0
million, or 36.5% of income before income taxes for the three months ended
September 30, 2003 compared with $6.5 million or 36.5% of income before
income taxes for the same period last year.
NET INCOME - Net income for the first quarter was $13.9 million or $0.15 per
diluted share compared to $11.3 million, or $0.13 per diluted share in the
same period last year.
Business Segment Discussion
Revenues in the bank systems and services business segment increased 13% to
$91.6 million in the three months ended September 30, 2003 from $80.7
million in the same period a year ago. Gross profit increased 18% from $30.9
million in the first quarter of the previous year to $36.6 million in the
current first quarter. Gross margin increased from 38% to 40% for the
current first quarter compared to the same quarter in the previous year.
Revenues in the credit union systems and services business segment increased
31% from $13.3 million in the quarter ended September 30, 2002 to $17.4
million for the quarter ended September 30, 2003. Gross profit increased
46% from $4.2 million in the first quarter of the previous year to $6.1
million in the current first quarter. Gross margin increased from 31% in the
first quarter of fiscal 2003 to 35% in the current first quarter of fiscal
2004.
The increase in gross margin for both segments is due to increased volumes,
increased vendor incentives earned, increased number of customers and
continued leveraging of resources.
FINANCIAL CONDITION
Liquidity
The Company's cash and cash equivalents and investments increased to $104.0
million at September 30, 2003, from $33.0 million at June 30, 2003 primarily
due to collection of annual in-house support fees billed at June 30, 2003.
Cash provided by operations was $84.7 million for the three months ended
September 30, 2003 as compared to $59.9 million for the three months ended
September 30, 2002. The increase of $24.8 million is primarily due to
collections related to the shift in the annual billing cycle for in-house
support fees for acquired customers to our fiscal year end and the increases
in prepaid annual support fees related to software installed in the prior
periods.
Cash used in investing activities for the three months ended September 30,
2003, of $18.1 million included capital expenditures of $17.7 million,
primarily for the initial cash outlay for the expansion of the San Diego
facility, expansion of existing facilities and additional equipment.
Financing activities provided cash of $4.4 million during the three months
ended September 30, 2003, mainly from the $7.3 million of proceeds from the
issuance of stock for stock options exercised. In addition, dividends paid
during the three-month period ended September 30, 2003, were $3.1 million.
The Company has available credit lines totaling $58.0 million at September
30, 2003.
Capital Requirements and Resources
The Company generally uses existing resources and funds generated from
operations to meet its capital requirements. Capital expenditures totaling
$17.7 million and $16.5 million for the three-month periods ended September
30, 2003 and 2002, respectively, were made for expansion of facilities and
additional equipment. These additions were funded from cash generated by
operations. Total consolidated capital expenditures of JHA are not expected
to exceed $61 million for fiscal year 2004.
On September 21, 2001, the Company's Board of Directors approved a stock
buyback of the Company's common stock of up to 3.0 million shares, and
approved an increase on October 4, 2002 to 6.0 million shares. At June 30,
2003, 3,012,933 shares have been purchased for $49,218,870. At June 30,
2003, there were 2,363,121 shares remaining in treasury stock. In the first
quarter of fiscal 2004, the Company issued 690,199 shares upon exercise of
stock options and 9,729 shares purchased for the Employee Stock Purchase
Plan, leaving a balance of 1,663,193 shares.
The Company paid a $0.035 per share cash dividend on September 19, 2003 to
stockholders of record on September 5, 2003, which was funded from
operations. In addition, the Company's Board of Directors, subsequent to
September 30, 2003, declared a quarterly cash dividend of $0.035 per share
on its common stock payable December 2, 2003 to stockholders of record on
November 18, 2003. This dividend will be funded with cash generated from
operations.
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, 2003.
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, 2003. Undue reliance should not be placed on the forward-looking
statements. The Company does not undertake any obligation to publicly update
any forward-look statements.
CONCLUSION
JHA's results of operations and its financial position continued to be good
with solid earnings, strong cash flow and no debt as of and for the three
months ended September 30, 2003. 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 and services
to the markets it serves.
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
investments in U.S. government securities. 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 exposures will not have a material adverse effect on our consolidated
financial position or results of operations.
ITEM 4. CONTROLS AND PROCEDURES
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 operations of our disclosure controls and procedures pursuant to
Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation as of the
end of the period covered by this report, the CEO and CFO concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic SEC filings. There
have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
date of evaluation.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Stockholders of Jack Henry & Associates, Inc. was
held on October 28, 2003, for the purpose of electing a board of directors.
Proxies for the meeting were solicited pursuant to Section 14 (a) of the
Securities and Exchange Act of 1934 and there was no solicitation in
opposition to management's recommendations. Management's nominees for
director, all incumbents, were elected with the number of votes for and
withheld as indicated below:
For Withheld
---------- ----------
John W. Henry 80,574,578 1,663,361
Jerry D. Hall 81,079,081 1,158,858
Michael E. Henry 80,307,878 1,930,061
James J. Ellis 64,057,447 18,180,491
Burton O George 64,446,124 17,791,815
George R. Curry 63,991,434 18,246,485
Joseph J. Maliekel 64,600,292 17,637,647
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification of the Chief Executive Officer dated November 10, 2003.
31.2 Certification of the Chief Financial Officer dated November 10, 2003.
32.1 Written Statement of the Chief Executive Officer dated November 10,
2003.
32.2 Written Statement of the Chief Financial Officer dated November 10,
2003.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed during the period covered by
this report:
On July 23, 2003, the Company filed a report on Form 8-K which reported
the fiscal 2003 fourth quarter and fiscal year end results under Item 12.
On August 22, 2003, the Company filed a report on Form 8-K which
reported under Item 5 that JKHY Partners, a family partnership owned by
Chief Executive Officer Michael Henry and his sister, had entered into a
Prearranged Trading Plan with respect to its shares of Company common stock.
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: November 10, 2003 /s/ Michael E. Henry
--------------------
Michael E. Henry
Chairman of the Board
Chief Executive Officer
Date: November 10, 2003 /s/ Kevin D. Williams
--------------------
Kevin D. Williams
Treasurer and Chief Financial Officer
EXHIBIT 31.1
CERTIFICATION
-------------
I, Michael E. Henry, 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 quarterly 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)) 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) 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
c) 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: November 10, 2003
/s/ Michael E. Henry
------------------------------
Michael E. Henry
Chief Executive Officer
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 quarterly 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)) 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) 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
c) 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: November 10, 2003
/s/ Kevin D. Williams
-------------------------------
Kevin D. Williams
Chief Financial Officer
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 three months ended September 30, 2003 (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: November 10, 2003
*/s/ Michael E. Henry
-----------------------------
Michael E. Henry
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.
EXHIBIT 32.2
Written Statement of the Chief Financial 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 three months ended September 30, 2003 (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: November 10, 2003
*/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.