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 |
|
For the quarterly period ended March 31, 2007 |
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.
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
417-235-6652
N/A
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 Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicated 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 1, 2007, Registrant has 89,666,463 shares of common stock outstanding ($0.01 par value)
JACK HENRY & ASSOCIATES, INC. |
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CONTENTS |
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PART I |
FINANCIAL INFORMATION |
Page Reference |
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ITEM 1 |
Financial Statements |
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Condensed Consolidated Balance Sheets |
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March 31, 2007 and June 30, 2006 (Unaudited) |
3 |
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|
|||
Condensed Consolidated Statements of Income for the Three and |
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Nine Months Ended March 31, 2007 and 2006 (Unaudited) |
4 |
||
Condensed Consolidated Statements of Cash Flows for the Nine Months |
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Ended March 31, 2007 and 2006 (Unaudited) |
5 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
6 |
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ITEM 2 |
Management's Discussion and Analysis of Financial Condition and |
||
Results of Operations |
11 |
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ITEM 3 |
Quantitative and Qualitative Disclosures about Market Risk |
17 |
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ITEM 4 |
Controls and Procedures |
17 |
|
|
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PART II |
OTHER INFORMATION |
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ITEM 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
18 |
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ITEM 6 |
Exhibits |
18 |
PART 1. FINANCIAL INFORMATION |
|
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ITEM 1. FINANCIAL STATEMENTS |
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JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES |
||||||
CONDENSED CONSOLIDATED BALANCE SHEETS |
||||||
(In Thousands, Except Share and Per Share Data) |
||||||
(Unaudited) |
||||||
|
||||||
March 31, |
June 30, |
|||||
|
|
|||||
ASSETS |
||||||
CURRENT ASSETS: |
||||||
Cash and cash equivalents |
$ |
27,730 |
$ |
74,139 |
||
Investments, at amortized cost |
1,064 |
2,181 |
||||
Receivables |
114,499 |
180,295 |
||||
Prepaid expenses and other |
22,719 |
24,402 |
||||
Prepaid cost of product |
20,621 |
22,228 |
||||
Deferred income taxes |
3,120 |
3,165 |
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|
|
|||||
Total current assets |
189,753 |
306,410 |
||||
PROPERTY AND EQUIPMENT, net |
246,201 |
251,632 |
||||
OTHER ASSETS: |
||||||
Prepaid cost of product |
16,057 |
15,191 |
||||
Computer software, net of amortization |
56,522 |
43,840 |
||||
Other non-current assets |
10,056 |
9,285 |
||||
Customer relationships, net of amortization |
62,983 |
63,162 |
||||
Trade names |
4,009 |
4,009 |
||||
Goodwill |
249,070 |
212,538 |
||||
|
|
|||||
Total other assets |
398,697 |
348,025 |
||||
|
|
|||||
Total assets |
$ |
834,651 |
$ |
906,067 |
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||
CURRENT LIABILITIES: |
||||||
Accounts payable |
$ |
4,480 |
$ |
14,525 |
||
Accrued expenses |
27,097 |
29,012 |
||||
Accrued income taxes |
63 |
3,312 |
||||
Note payable and current maturities of capital leases |
50,492 |
50,241 |
||||
Deferred revenues |
79,743 |
166,402 |
||||
|
|
|||||
Total current liabilities |
161,875 |
263,492 |
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LONG TERM LIABILITIES: |
||||||
Deferred revenues |
18,637 |
19,317 |
||||
Deferred income taxes |
61,715 |
47,430 |
||||
Other long-term liabilities, net of current maturities |
391 |
616 |
||||
|
|
|||||
Total long term liabilities |
80,743 |
67,363 |
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|
|
|||||
Total liabilities |
242,618 |
330,855 |
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STOCKHOLDERS' EQUITY |
||||||
Preferred stock - $1 par value; 500,000 shares |
|
- |
||||
Common stock - $0.01 par value: 250,000,000 shares authorized; |
||||||
Shares issued at 3/31/07 were 95,686,645 |
||||||
Shares issued at 06/30/06 were 93,955,663 |
957 |
939 |
||||
Additional paid-in capital |
252,642 |
224,195 |
||||
Retained earnings |
461,574 |
401,849 |
||||
Less treasury stock at cost |
||||||
6,029,141 shares at 3/31/07, 2,766,062 shares at 06/30/06 |
(123,140) |
(51,771) |
||||
|
|
|||||
Total stockholders' equity |
592,033 |
575,212 |
||||
|
|
|||||
Total liabilities and stockholders' equity |
$ |
834,651 |
$ |
906,067 |
||
See notes to condensed consolidated financial statements
|
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME |
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(In Thousands, Except Per Share Data) |
||||||||||
(Unaudited) |
||||||||||
|
Three Months Ended |
Nine Months Ended |
||||||||
March 31, |
March 31, |
|||||||||
2007 |
2006 |
2007 |
2006 |
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REVENUE |
||||||||||
License |
$ |
15,345 |
$ |
20,566 |
$ |
52,057 |
$ |
58,310 |
||
Support and service |
130,282 |
106,083 |
370,094 |
312,008 |
||||||
Hardware |
23,276 |
18,846 |
64,611 |
59,577 |
||||||
|
|
|
|
|||||||
Total |
168,903 |
145,495 |
486,762 |
429,895 |
||||||
COST OF SALES |
||||||||||
Cost of license |
863 |
222 |
2,197 |
2,134 |
||||||
Cost of support and service |
78,932 |
67,962 |
229,483 |
198,555 |
||||||
Cost of hardware |
17,424 |
13,629 |
47,103 |
43,486 |
||||||
|
|
|
|
|||||||
Total |
97,219 |
81,813 |
278,783 |
244,175 |
||||||
GROSS PROFIT |
71,684 |
63,682 |
207,979 |
185,720 |
||||||
OPERATING EXPENSES |
||||||||||
Selling and marketing |
12,527 |
12,292 |
37,466 |
36,032 |
||||||
Research and development |
9,004 |
8,435 |
26,509 |
23,187 |
||||||
General and administrative |
9,378 |
8,239 |
30,691 |
27,174 |
||||||
|
|
|
|
|||||||
Total |
30,909 |
28,966 |
94,666 |
86,393 |
||||||
OPERATING INCOME |
40,775 |
34,716 |
113,313 |
99,327 |
||||||
INTEREST INCOME (EXPENSE) |
||||||||||
Interest income |
658 |
731 |
2,620 |
1,599 |
||||||
Interest expense |
(439) |
(590) |
(954) |
(897) |
||||||
|
|
|
|
|||||||
Total |
219 |
141 |
1,666 |
702 |
||||||
INCOME BEFORE INCOME TAXES |
40,994 |
34,857 |
114,979 |
100,029 |
||||||
PROVISION FOR INCOME TAXES |
14,614 |
11,397 |
39,399 |
35,511 |
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|
|
|
|
|||||||
NET INCOME |
$ |
26,380 |
$ |
23,460 |
$ |
75,580 |
$ |
64,518 |
||
Diluted net income per share |
$ |
0.29 |
$ |
0.25 |
$ |
0.82 |
$ |
0.69 |
||
Diluted weighted average shares outstanding |
91,753 |
94,390 |
92,297 |
94,008 |
||||||
Basic net income per share |
$ |
0.29 |
$ |
0.26 |
$ |
0.84 |
$ |
0.70 |
||
Basic weighted average shares outstanding |
89,893 |
91,952 |
90,387 |
91,622 |
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See notes to condensed consolidated financial statements |
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(In Thousands) |
||||||
(Unaudited) |
||||||
Nine Months Ended |
||||||
March 31, |
||||||
2007 |
2006 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||
Net Income |
$ |
75,580 |
$ |
64,518 |
||
Adjustments to reconcile net income from operations |
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to cash from operating activities: |
||||||
Depreciation |
27,096 |
24,689 |
||||
Amortization |
10,271 |
7,843 |
||||
Deferred income taxes |
12,169 |
5,777 |
||||
Expense for stock-based compensation |
897 |
364 |
||||
Loss on disposal of property and equipment |
108 |
108 |
||||
Other, net |
(4) |
- |
||||
Changes in operating assets and liabilities, net of acquisitions: |
||||||
Receivables |
65,890 |
110,872 |
||||
Prepaid expenses, prepaid cost of product, and other |
1,821 |
(716) |
||||
Accounts payable |
(10,051) |
(9,906) |
||||
Accrued expenses |
(2,281) |
(4,105) |
||||
Income taxes |
(472) |
(2,905) |
||||
Deferred revenues |
(89,599) |
(83,155) |
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|
|
|||||
Net cash from operating activities |
91,425 |
113,384 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
||||
Payment for acquisitions, net of cash acquired |
(39,389) |
(20,744) |
||||
Capital expenditures |
(21,139) |
(32,228) |
||||
Computer software developed |
(15,554) |
(11,908) |
||||
Proceeds from investments |
3,735 |
3,327 |
||||
Purchase of investments |
(2,614) |
(2,746) |
||||
Proceeds from sale of property and equipment |
- |
29 |
||||
Other, net |
101 |
223 |
||||
|
|
|||||
Net cash from investing activities |
(74,860) |
(64,047) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||
Note payable, net |
(540) |
(20,000) |
||||
Purchase of treasury stock |
(71,369) |
(12,576) |
||||
Dividends paid |
(15,855) |
(13,285) |
||||
Excess tax benefits from stock-based compensation |
3,355 |
6,471 |
||||
Proceeds from issuance of common stock upon exercise of |
||||||
stock options |
20,999 |
16,711 |
||||
Proceeds from sale of common stock, net |
436 |
539 |
||||
|
|
|||||
Net cash from financing activities |
(62,974) |
(22,140) |
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|
|
|||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
$ |
(46,409) |
$ |
27,197 |
||
CASH AND CASH EQUIVALENTS, BEGINNING |
|
|
|
|
||
|
|
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CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ |
27,730 |
$ |
38,805 |
||
Net cash paid for income taxes was $24,349 and $25,600 for the nine months ended March 31, 2007 and 2006, respectively. The Company paid interest of $1,056 and $908 for the nine months ended March 31, 2007 and 2006, respectively.
See notes to condensed consolidated financial statements
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 leading provider of integrated computer systems 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") and by providing the conversion and software implementation services for financial institutions to utilize JHA software systems. JHA 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 significant intercompany accounts and transactions have been eliminated.
STOCK-BASED COMPENSATION
For the three months ended March 31, 2007 and 2006, there was $484 and $107, respectively, in compensation expense from equity-based awards. For the first nine months of fiscal 2007 and 2006 compensation expense from equity-based awards was $897 and $364, respectively.
Changes in stock options outstanding and exercisable are as follows:
Number of |
Weighted |
|
|||
|
|
|
|||
Outstanding July 1, 2006 |
7,700 |
$15.34 |
|||
Granted |
30 |
21.79 |
|||
Forfeited or expired |
(126) |
21.25 |
|||
Exercised |
(1,710) |
12.78 |
|||
|
|
|
|||
Outstanding March 31, 2007 |
5,894 |
$15.98 |
$49,109 |
||
Exercisable March 31, 2007 |
5,802 |
$15.93 |
$48,668 |
||
For the nine-months ended March 31, 2007 and 2006, the weighted average fair value of options granted was $10.43 and $10.13, respectively, using the Black-Scholes option pricing model. In both years, all options were granted during the Company's second fiscal quarter. All options grants in fiscal 2007 and 2006 were made to independent directors of the Company.
The assumptions used in this model to estimate fair value and resulting values are as follows:
Nine Months Ended |
|||||
March 31, |
|||||
2007 |
2006 |
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Weighted Average Assumptions: |
|||||
Expected life (years) |
7.41 |
7.65 |
|||
Volatility |
37% |
42% |
|||
Risk free interest rate |
4.7% |
4.4% |
|||
Dividend yield |
0.96% |
0.89% |
|||
As of March 31, 2007, there was $330 of total unrecognized compensation cost related to outstanding options that is expected to be recognized over a weighted-average period of 0.74 years.
The Restricted Stock Plan was adopted by the Company on November 1, 2005, for its employees. Up to 3,000 shares of common stock are available for issuance under the Plan. Upon issuance, shares of restricted stock are subject to forfeiture and to restrictions which limit the sale or transfer of the shares during the restriction period. As of March 31, 2007, no restricted stock has been issued.
COMPREHENSIVE INCOME
Comprehensive income for the three and nine-month periods ended March 31, 2007 and 2006 equals the Company's net income.
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 facility. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2006, there were 2,766 shares in treasury stock and the Company had the remaining authority to repurchase up to 2,225 shares. On August 25, 2006, the Company's Board of Directors approved a 5,000 increase to the stock repurchase authorization. During the nine months ended March 31, 2007, the Company repurchased 3,263 treasury shares for $71,369. The total cost of treasury shares at March 31, 2007 is $123,140. At March 31, 2007, there were 6,029 shares in treasury stock and the Company had the authority to repurchase up to 3,961 additional shares.
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 Annual Report on Form 10-K ("Form 10-K") for the year ended June 30, 2006. 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 year ended June 30, 2006.
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 March 31, 2007, and the results of its operations for the three and nine-month periods ended March 31, 2007 and 2006 and its cash flows for the nine-month periods ended March 31, 2007 and 2006.
The results of operations for the three and nine-month periods ended March 31, 2007 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 the developments during the three and nine months ended March 31, 2007.
ACQUISITIONS
On November 1, 2006, the Company acquired all of the capital stock of Margin Maximizer Group, Inc., which does business as US Banking Alliance ("USBA"). USBA is a leading provider of loan and deposit pricing software and related consulting services to banks and credit unions. The purchase price for USBA, $34,006 paid in cash, was preliminarily allocated to the assets and liabilities acquired based on then estimated fair values at the acquisition date, resulting in an allocation of ($2,271) to working capital, $69 to property and equipment, $2,515 to capitalized software, $4,705 to customer relationships, and $28,988 to goodwill. The acquired goodwill has been allocated to the bank systems and services segment. The Company and the former shareholders of Margin Maximizer Group, Inc. jointly made a Section 338(h)(10) election for this acquisition. This election allows treatment of this acquisition as an asset acquisition, which permits the Company to amor tize the capitalized software, customer relationships and goodwill for tax purposes. Pro forma results of this acquisition were not material; therefore, they are not presented.
On March 2, 2005, the Company acquired all of the membership interests in Tangent Analytics, LLC, ("Tangent"), a developer of business intelligence software systems. As part of the purchase agreement, contingent purchase consideration may be due based on Tangent's earnings before interest, depreciation, amortization and taxes. To date in fiscal 2007, $3,125 was paid to the former members of Tangent as part of this contingent consideration. This amount was included in goodwill at March 31, 2007. Remaining contingent purchase consideration of up to $917 may be paid over the next year based upon Tangent's earnings before interest, depreciation, taxes and amortization.
On September 1, 2004, the Company acquired Banc Insurance Services, Inc. ("BIS") in Massachusetts. BIS was a provider of turnkey outsourced insurance agency solutions for financial institutions. Contingent purchase consideration may be paid over the next three years based upon BIS gross revenues which could result in additional allocations to goodwill of up to $12,931. To date in fiscal 2007, $250 was paid to the former owners of BIS as part of this agreement. This amount was included in goodwill at March 31, 2007.
DEBT
The Company renewed a bank credit line on March 7, 2007 which provides for funding of up to $8,000 and bears interest at the prime rate (8.25%
at March 31, 2007). The credit line expires March 7, 2008 and is secured by $1,000 of investments. At March 31, 2007, no amount was outstanding.The Company obtained an unsecured bank credit line on April 28, 2006 which provides for funding of up to $5,000 and bears interest at the prime rate less 1% (7.25% at March 31, 2007). The credit line matures on April 30, 2008. At March 31, no amount was outstanding.
An unsecured revolving bank credit facility allows borrowing of up to $150,000 which may be increased by the Company at any time prior to April 20, 2008 to $225,000. The unsecured revolving bank credit facility bears interest at a rate equal to (a) LIBOR or (b) an alternate base rate (the greater of (a) the Federal Funds Rate plus 1/2% or (b) the Prime Rate), plus an applicable percentage in each case determined by the Company's leverage ratio. The unsecured revolving credit line terminates April 19, 2010. At June 30, 2006, the revolving bank credit facility balance was $50,000. At March 31, 2007, the revolving bank credit facility balance was $50,000.
During fiscal year 2006 and the first nine months of fiscal 2007, the Company has entered into various capital lease obligations totaling $1,303 for the use of certain computer equipment. At June 30, 2006, $662 was outstanding, of which $241 was included in current maturities. At March 31, 2007, $840 was outstanding, of which $492 is included in current maturities.
COMMITMENTS AND CONTINGENCIES
On August 31, 2006, the Board of Directors approved bonus plans for its executive officers and general managers for the current fiscal year. Under the plans, cash bonuses will be paid following the end of the current fiscal year if earnings per share growth targets are achieved by the Company. No bonus is payable under the plans unless earnings per share growth of at least 14% is achieved. Beginning with 14% earnings per share growth, bonuses payable under the plans tier upward until earnings per share growth reaches 20%. At each tier, a specified percentage of base salary is payable. The tiers range upward from 7.5% up to a maximum of 45% of base salary. For general managers, one-half of the prescribed bonus is contingent upon meeting departmental or other objectives as established by the executive officer to whom they report.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement on Financial Accounting Standards ("SFAS") No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No.3". SFAS 154 changes the requirements for the accounting for, and reporting of, a change in accounting principle. SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented using the accounting principle. SFAS 154 is effective for accounting changes and corrections of errors in fiscal years beginning after December 15, 2005. The Company adopted SFAS 154 effective July 1, 2006. Since there have been no material accounting changes or errors for the nine months ended March 31, 2007, the adoption did not have a material impact on the Company's results of operations or financial condition.
In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides related guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. FIN 48 is effective for the Company beginning July 1, 2007. The Company is currently evaluating the impact of this Interpretation.
In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB 108"). SAB 108 provides guidance on how prior year misstatements should be considered when quantifying misstatements in current year financial statements for purposes of assessing materiality. SAB 108 requires that a registrant assess the materiality of a current period misstatement by determining how the current period's balance sheet would be affected in correcting a misstatement without considering the year(s) in which the misstatement originated and how the current period's income statement is misstated, including the reversing effect of prior year misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. The cumulative effect of applying SAB 108 may be recorded by adjusting current year beginning balances of the affected as sets and liabilities with a corresponding adjustment to the current year opening balance in retained earnings if certain criteria are met. The Company is currently evaluating the impact of SAB 108 and does not expect that the bulletin will have a material impact on the Company's condensed consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP and requires enhanced disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for the Company beginning July 1, 2007. The Company is currently evaluating the impact of this pronouncement.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities-Including and amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure its financial assets and liabilities. If the use of fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to retained earnings. Subsequent to the adoption of SFAS 159, ch anges in fair value are recognized in earnings. SFAS is effective for the Company beginning July 1, 2008. The Company is currently determining whether fair value accounting is appropriate for any of its eligible items and cannot estimate the impact, if any, which SFAS 159 will have on its financial statements.
NOTE 4. SHARES USED IN COMPUTING NET INCOME PER SHARE
Three Months Ended |
Nine Months Ended |
||||||||
March 31, |
March 31, |
||||||||
2007 |
2006 |
2007 |
2006 |
||||||
Weighted average number of common shares |
|||||||||
outstanding - basic |
89,893 |
91,952 |
90,387 |
91,622 |
|||||
Common stock equivalents |
1,860 |
2,438 |
1,910 |
2,386 |
|||||
|
|
|
|
||||||
Weighted average number of common and |
|||||||||
common equivalent shares outstanding - diluted |
91,753 |
94,390 |
92,297 |
94,008 |
|||||
Per share information is based on the weighted average number of common shares outstanding for the periods ended March 31, 2007 and 2006. Stock options have been included in the calculation of income per share to the extent they are dilutive. Anti-dilutive stock options to purchase approximately 661 and 994 shares and 919 and 1,577 shares for the three and nine-month periods ended March 31, 2007 and 2006, respectively, were not included in the computation of diluted income per common share.
NOTE 5. BUSINESS SEGMENT INFORMATION
The Company is a leading provider of integrated computer systems that perform data processing (both in-house and outsourced) 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.
Three Months Ended |
Three Months Ended |
|||||||||||||
|
March 31, 2007 |
March 31, 2006 |
||||||||||||
Bank |
Credit Union |
Total |
Bank |
Credit Union |
Total |
|||||||||
REVENUE |
||||||||||||||
License |
$ |
13,311 |
$ |
2,034 |
$ |
15,345 |
$ |
17,360 |
$ |
3,206 |
$ |
20,566 |
||
Support and service |
111,492 |
18,790 |
130,282 |
88,590 |
17,493 |
106,083 |
||||||||
Hardware |
17,117 |
6,159 |
23,276 |
14,104 |
4,742 |
18,846 |
||||||||
|
|
|
|
|
|
|||||||||
Total |
141,920 |
26,983 |
168,903 |
120,054 |
25,441 |
145,495 |
||||||||
|
|
|
|
|
|
|||||||||
COST OF SALES |
||||||||||||||
Cost of license |
861 |
2 |
863 |
209 |
13 |
222 |
||||||||
Cost of support and |
|
|
|
|
|
|
||||||||
Cost of hardware |
12,817 |
4,607 |
17,424 |
10,046 |
3,583 |
13,629 |
||||||||
|
|
|
|
|
|
|||||||||
Total |
79,051 |
18,168 |
97,219 |
65,669 |
16,144 |
81,813 |
||||||||
|
|
|
|
|
|
|||||||||
GROSS PROFIT |
$ |
62,869 |
$ |
8,815 |
$ |
71,684 |
$ |
54,385 |
$ |
9,297 |
$ |
63,682 |
||
Nine Months Ended |
Nine Months Ended |
|||||||||||||
|
March 31, 2007 |
March 31, 2006 |
||||||||||||
Bank |
Credit Union |
Total |
Bank |
Credit Union |
Total |
|||||||||
REVENUE |
||||||||||||||
License |
$ |
42,875 |
$ |
9,182 |
$ |
52,057 |
$ |
44,280 |
$ |
14,030 |
$ |
58,310 |
||
Support and service |
313,570 |
56,524 |
370,094 |
259,874 |
52,134 |
312,008 |
||||||||
Hardware |
50,062 |
14,549 |
64,611 |
45,154 |
14,423 |
59,577 |
||||||||
|
|
|
|
|
|
|||||||||
Total |
406,507 |
80,255 |
486,762 |
349,308 |
80,587 |
429,895 |
||||||||
|
|
|
|
|
|
|||||||||
COST OF SALES |
||||||||||||||
Cost of license |
2,182 |
15 |
2,197 |
1,089 |
1,045 |
2,134 |
||||||||
Cost of support and |
|
|
|
|
|
|
||||||||
Cost of hardware |
36,220 |
10,883 |
47,103 |
32,368 |
11,118 |
43,486 |
||||||||
|
|
|
|
|
|
|||||||||
Total |
227,163 |
51,620 |
278,783 |
194,711 |
49,464 |
244,175 |
||||||||
|
|
|
|
|
|
|||||||||
GROSS PROFIT |
$ |
$179,344 |
$ |
28,635 |
$ |
207,979 |
$ |
154,597 |
$ |
31,123 |
$ |
185,720 |
||
March 31, |
|
June 30, |
||
2007 |
2006 |
|||
Property and equipment, net |
||||
Bank systems and services |
$ |
212,682 |
$ |
217,438 |
Credit Union systems and services |
33,519 |
34,194 |
||
|
|
|||
Total |
$ |
246,201 |
$ |
251,632 |
Identified intangible assets, net |
||||
Bank systems and services |
$ |
321,075 |
$ |
271,259 |
Credit Union systems and services |
51,509 |
52,290 |
||
|
|
|||
Total |
$ |
372,584 |
$ |
323,549 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Background and Overview
We provide integrated computer systems for in-house 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 compatible computer hardware, to these financial institutions. We also perform data conversion and software implementation services of our systems and 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 six data centers and 23 item-processing centers located throughout the United States.
A detailed discussion of the major components of the results of operations for the three and nine-month periods ended March 31, 2007 follows. All amounts are in thousands and discussions compare the current three and nine-month periods ended, March 31, 2007, to the prior year three and nine-month periods ended March 31, 2006.
REVENUE
License Revenue |
Three Months Ended |
% |
Nine Months Ended |
% |
|||||||||
March 31, |
Change |
March 31, |
Change |
||||||||||
2007 |
2006 |
2007 |
2006 |
||||||||||
License |
$ |
15,345 |
$ |
20,566 |
|
-25% |
$ |
52,057 |
$ |
58,310 |
|
-11% |
|
Percentage of total revenue |
9% |
14% |
11% |
13% |
License revenue represents the delivery of application software systems contracted with us by the customer. We license our proprietary software products under standard license agreements that typically provide the customer with a non-exclusive, non-transferable right to use the software on a single computer and for a single financial institution location.
The reduction in license revenue for the quarter and year to date can be attributed to decreases in the number of new license agreements and an overall decrease in the average agreement size in comparison to the same periods a year ago. The decrease in new license agreements is partially a result of a decrease in sales for our Episys® and Cruise® products. In addition, demand from banks and credit unions continues to shift to our outsourcing services which do not require software license agreements.
Support and Service Revenue |
|||||||||||||
Three Months Ended |
% |
Nine Months Ended |
% |
||||||||||
March 31, |
Change |
March 31, |
Change |
||||||||||
2007 |
2006 |
2007 |
2006 |
||||||||||
Support and service |
$ |
130,282 |
$ |
106,083 |
23% |
$ |
370,094 |
312,008 |
19% |
||||
Percentage of total revenue |
77% |
73% |
76% |
73% |
Qtr over Qtr Change |
Year over Year Change |
|||||||
$ Change |
% Change |
$ Change |
% Change |
|||||
In-house support & other services |
$ |
8,246 |
+17% |
$ |
16,679 |
+11% |
||
EFT support |
7,104 |
+34% |
21,720 |
+41% |
||||
Outsourcing services |
4,446 |
+17% |
11,419 |
+9% |
||||
Implementation services |
4,403 |
+41% |
8,268 |
+23% |
||||
Total Increase |
$ |
$ 24,199 |
$ |
$ 58,086 |
||||
Support and service fees are generated from implementation services (including conversion, installation, implementation, configuration and training), annual support to assist the customer in operating their systems and to enhance and update the software, outsourced data processing services and ATM and debit card processing (EFT Support) services.
There was strong growth in all support and service revenue components for the third quarter and the first nine months of fiscal 2007. There is continuing growth in the demand for EFT support (ATM/debit card, bill pay, remote capture and Check 21 transaction processing services). Outsourcing services continue to grow as we add new customers and increase volume.
In-house support revenue increased partially as a result of increased installations of recently acquired products. Implementation services revenue increased for the quarter due to an increase in the number of license implementations, as well as an increase in merger conversions for existing customers.
Hardware Revenue |
Three Months Ended |
% |
Nine Months Ended |
% |
|||||||||
March 31, |
Change |
March 31, |
Change |
||||||||||
2007 |
2006 |
2007 |
2006 |
||||||||||
Hardware |
$ |
23,276 |
$ |
18,846 |
24% |
$ |
64,611 |
$ |
59,577 |
8% |
|||
Percentage of total revenue |
14% |
13% |
13% |
14% |
The Company has entered into remarketing agreements with several hardware manufacturers under which we sell computer hardware, hardware maintenance and related services to our customers. Revenue related to hardware sales is recognized when the hardware is shipped to our customers.
Hardware revenue increased mainly due to an increase in the number of hardware systems and components delivered for the current quarter and the first nine months of the current year as compared to the same periods last year. In particular, there has been a significant increase in revenues from scanners used in our remote capture product.
BACKLOG
Our backlog increased 4% at March 31, 2007 to $221,200 ($61,400 in-house and $159,800 outsourcing) from $213,300 ($62,800 in-house and $150,500 outsourcing) at March 31, 2006. The current quarter backlog decreased 2% compared to December 31, 2006, when backlog was $225,300 ($66,200 in-house and $159,100 outsourcing).
COST OF SALES AND GROSS PROFIT
Cost of license represents the cost of software from third party vendors through remarketing agreements. These costs are recognized when license revenue is recognized. Cost of support and service represents costs associated with conversion and implementation efforts, ongoing support for our in-house customers, operation of our data and item processing centers providing services for our outsourced customers, ATM and debit card processing services and direct operating costs. These costs are recognized as they are incurred. Cost of hardware consists of the direct and related costs of purchasing the equipment from the manufacturers and delivery to our customers. These costs are recognized at the same time as the related hardware revenue is recognized. Ongoing operating costs to provide support to our customers are recognized as they are incurred.
Cost of Sales and Gross Profit |
Three Months Ended |
% |
Nine Months Ended |
% |
|||||||||
March 31, |
Change |
March 31, |
Change |
||||||||||
2007 |
2006 |
2007 |
2006 |
||||||||||
Cost of License |
$ |
863 |
$ |
222 |
289% |
$ |
2,197 |
$ |
2,134 |
3% |
|||
Percentage of total revenue |
1% |
<1% |
<1% |
<1% |
|||||||||
License Gross Profit |
$ |
14,482 |
$ |
20,344 |
-29% |
$ |
49,860 |
$ |
56,176 |
-11% |
|||
Gross Profit Margin |
94% |
99% |
96% |
96% |
|||||||||
Cost of support and service |
$ |
78,932 |
$ |
67,962 |
16% |
$ |
229,483 |
$ |
198,555 |
16% |
|||
Percentage of total revenue |
47% |
47% |
47% |
46% |
|||||||||
Support and Service Gross |
|
|
|
|
|
|
|
|
|
|
|||
Gross Profit Margin |
39% |
36% |
38% |
36% |
|||||||||
Cost of hardware |
$ |
17,424 |
$ |
13,629 |
28% |
$ |
47,103 |
$ |
43,486 |
8% |
|||
Percentage of total revenue |
10% |
9% |
10% |
10% |
|||||||||
Hardware Gross Profit |
$ |
5,852 |
$ |
5,217 |
12% |
$ |
17,508 |
$ |
16,091 |
9% |
|||
Gross Profit Margin |
25% |
28% |
27% |
27% |
|||||||||
TOTAL COST OF SALES |
$ |
97,219 |
$ |
81,813 |
19% |
$ |
278,783 |
$ |
244,175 |
14% |
|||
Percentage of total revenue |
58% |
56% |
57% |
57% |
|||||||||
TOTAL GROSS PROFIT |
$ |
71,684 |
$ |
63,682 |
13% |
$ |
207,979 |
$ |
185,720 |
12% |
|||
Gross Profit Margin |
42% |
44% |
43% |
43% |
Cost of license increased for the current quarter and the first nine months of fiscal 2007 due to an increase in the delivery of third party software compared to last year, particularly within the current quarter. Cost of support and service increased for the quarter and year to date in fiscal 2007 commensurate with increases in revenue from the same periods a year ago. Cost of hardware also increased due to an increase in hardware sales during the current quarter and the first nine months of fiscal 2007. Hardware incentives and rebates received decreased during the quarter and nine months ended due to changing thresholds established by the vendors and related hardware sales.
Gross margin on license revenue decreased to 94% compared to 99% for the same period last year due to an increase in third party software sales, where the gross margins on third party software is significantly lower than our owned products. Gross margin on license revenue remained at 96% year-to-date for both years. The gross profit increase for the third quarter and year to date in support and service is due to a continuing shift in sales mix toward services with slightly higher margins, such as our EFT Support services. Hardware gross margin decreased from 28% in the third quarter last year to 25% in the third quarter of the current year, but remained flat for the nine months in both years; variations are primarily due to sales mix and vendor rebates on hardware delivered.
OPERATING EXPENSES
Selling and Marketing |
Three Months Ended |
% |
Nine Months Ended |
% |
|||||||||
March 31, |
Change |
March 31, |
Change |
||||||||||
2007 |
2006 |
2007 |
2006 |
||||||||||
Selling and marketing |
$ |
12,527 |
$ |
12,292 |
2% |
$ |
37,466 |
$ |
36,032 |
4% |
|||
Percentage of total revenue |
7% |
8% |
8% |
8% |
Dedicated sales forces, inside sales teams, technical sales support teams and channel partners conduct our sales efforts for our two market segments, and are overseen by regional sales managers. Our sales executives are responsible for pursuing lead generation activities for new core customers. Our account executives nurture long-term relationships with our client base and cross-sell our many complementary products and services. Our inside sales team is responsible for marketing and sales of specific complementary products and services to our existing core customers.
For the three and nine months ended March 31, 2007, selling and marketing expenses increased due to additional headcount and related employee costs. Selling and marketing expense decreased slightly as a percentage of total revenues to 7% of revenue for the current quarter as compared to 8% of revenue for the same period of last fiscal year; however, it remained at 8% year-to-date for both years.
Research and Development |
Three Months Ended |
% |
Nine Months Ended |
% |
|||||||||
March 31, |
Change |
March 31, |
Change |
||||||||||
2007 |
2006 |
2007 |
2006 |
||||||||||
Research and development |
$ |
9,004 |
$ |
8,435 |
7% |
$ |
26,509 |
$ |
23,187 |
14% |
|||
Percentage of total revenue |
5% |
6% |
5% |
5% |
We devote significant effort and expense to develop new software, service products and continually upgrade and enhance our existing offerings. Typically, we upgrade all of our core and complementary software applications once per year. We believe our research and development efforts are highly efficient because of the extensive experience of our research and development staff and because our product development is highly customer-driven.
Research and development expenses increased primarily due to employee related costs from increased headcount for ongoing development of new products and enhancements to existing products. Research and development expenses increased for the third quarter and the first nine months of 2007 by 7% and 14% respectively; however as a percentage of total revenue they decreased slightly from 6% to 5% for the third quarter of the current year compared to the prior year and remained at 5% for the nine months in both years.
General and Administrative |
Three Months Ended |
% |
Nine Months Ended |
% |
|||||||||
March 31, |
Change |
March 31, |
Change |
||||||||||
2007 |
2006 |
2007 |
2006 |
||||||||||
General and administrative |
$ |
9,378 |
$ |
8,239 |
14% |
$ |
30,691 |
$ |
27,174 |
13% |
|||
Percentage of total revenue |
6% |
6% |
6% |
6% |
General and administrative costs include all expenses related to finance, legal, human resources, plus all administrative costs. General and administrative expenses increased for the third quarter and the first nine months of fiscal year 2007, due to increased headcount and related employee costs and increased professional fees for accounting services; however, they remained level at 6% of revenue across all periods.
INTEREST INCOME (EXPENSE) - Net interest income for the three months ended March 31, 2007 reflects an increase of $78 when compared to the same period last year. Interest income decreased $73, while interest expense also decreased $151. Net interest income for the current nine month period reflects a increase of $964, with interest income increasing $1,021 and interest expense increasing $57. For both periods, the changes in interest income are a result of fluctuating cash and cash equivalent balances while changes in interest expense are primarily due to borrowings on the revolving bank credit facility.
PROVISION FOR INCOME TAXES - The provision for income taxes was $14,614 and $39,399 for the three and nine-month periods ended March 31, 2007 compared with $11,397 and $35,511 for the same periods last year. In the current third quarter, an income tax adjustment was made to 35.6% of income before income taxes to bring the income tax rate to 34.3% for the year.
For the current fiscal year, the rate of income taxes is estimated at 34.3% of income before income taxes compared to 35.5% as reported for the prior fiscal year. The decrease is primarily attributable to the renewal of the Research and Experimentation Credit retroactive to January 1, 2006.NET INCOME - Net income increased 12% for the three months ended March 31, 2007. Net income for the third quarter of fiscal 2007 was $26,380 or $0.29 per diluted share compared to $23,460 or $0.25 per diluted share in the same period last year. Net income increased 17% for the nine-month period ended March 31, 2007 to $75,580 or $0.82 per diluted share compared to $64,518 or $0.69 per diluted share for the same nine month period last year.
BUSINESS SEGMENT DISCUSSION
The Company is a leading provider of integrated computer systems that perform data processing (available for in-house or outsourced installations) 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 |
Percent |
Nine Months Ended |
Percent |
|||||||
March 31, |
Change |
March 31, |
Change |
|||||||
|
|
|
|
|||||||
2007 |
2006 |
2007 |
2006 |
|||||||
Revenue |
$ |
141,920 |
$ |
120,054 |
18% |
$ |
406,507 |
$ |
349,308 |
16% |
Gross Profit |
$ |
62,869 |
$ |
54,385 |
16% |
$ |
179,344 |
$ |
154,597 |
16% |
Gross Profit Margin |
44% |
45% |
44% |
44% |
The bank systems and services segment experienced strong growth in both support and service revenue and hardware revenue, partially offset by a decrease in license revenue, for both the current quarter and year-to-date compared to the same periods in fiscal 2006. ATM and debit card transaction processing revenue continues to represent the largest dollar growth; however, Remote Capture and Check 21 transaction processing have experienced the largest percentage growth, period-over-period, for both the current quarter and year-to-date. Bank segment gross profit increased from the last year. Gross profit margin decreased from 45% to 44% for the quarter, due to fluctuations in sales mix, but remained at 44% year-to-date for during both fiscal 2007 and fiscal 2006.
Credit Union Systems and Services |
||||||||||
Three Months Ended |
Percent |
Nine Months Ended |
Percent |
|||||||
March 31, |
Change |
March 31, |
Change |
|||||||
|
|
|
|
|||||||
2007 |
2006 |
2007 |
2006 |
|||||||
Revenue |
$ |
26,983 |
$ |
25,441 |
6% |
$ |
80,255 |
$ |
80,587 |
0% |
Gross Profit |
$ |
8,815 |
$ |
9,297 |
-5% |
$ |
28,635 |
$ |
31,123 |
-8% |
Gross Profit Margin |
33% |
37% |
36% |
39% |
||||||
The credit union system and services segment experienced revenue growth related to Outsourcing Services and EFT Support for both the quarter and year-to-date compared to a year ago. This growth in support and service was offset by a decrease in license revenue for both the quarter and year-to-date. The decrease in license revenue is partially attributable to the expansion of our outsourcing options available to our credit union customers. Outsourcing revenue in this segment continues to grow. However, there has also been a decline in both the number of new license agreements and in the average size of those agreements in comparison to the prior year. For both the quarter and year-to-date, credit union gross profit decreased from the prior year and the gross margin decreased from 37% to 33% and from 39% to 36%, respectively, due mostly to the decrease in license revenue, which carries higher margins.
FINANCIAL CONDITION
Liquidity
The Company's cash and cash equivalents decreased to $27,730 at March 31, 2007, from $74,139 at June 30, 2006 and from $38,805 at March 31, 2006. The decrease in the cash balance from June 30, 2006 is primarily due to the acquisition of USBA and to the purchase of treasury shares.
The following table summarizes net cash from operating activities in the statement of cash flows:
Nine months ended |
||||
2007 |
2006 |
|||
Net income |
$ |
75,580 |
$ |
64,518 |
Non-cash expenses |
50,537 |
38,781 |
||
Change in receivables |
65,890 |
110,872 |
||
Change in deferred revenue |
(89,599) |
(83,155) |
||
Change in other assets and liabilities |
(10,983) |
(17,632) |
||
|
|
|||
Net cash provided by operating activities |
$ |
91,425 |
$ |
113,384 |
The decrease in cash provided by operating activities is primarily attributable to the timing of our 2007 annual maintenance billings, which occurred earlier within fiscal 2006 than was the case in the previous year. As a result, a larger portion of the 2007 billings were collected in fiscal 2006 in comparison to the 2006 billings.
Net cash used in investing activities for the current year is $74,860 and includes payments for acquisitions of $34,006, plus $5,383 paid on earn-outs and other acquisition adjustments. During the first nine months of fiscal 2006, payments for acquisitions totaled $20,744. Capital expenditures year-to-date are $21,139 compared to $32,228 during the first nine months of fiscal 2006. Capital expenditures were higher in the prior fiscal year due primarily to a conversion to a new accounting software system and the acquisition of additional facilities, both of which were completed during that fiscal year. Software development in the current fiscal year was $15,554 compared to $11,908 during the same period a year ago.
Net cash used in financing activities for the current year is $62,974 and includes the repurchase of 3.3 million shares of our common stock for $71,369 and the payment of dividends of $15,855. Cash used in financing activities was partially offset by proceeds of $21,435 from the exercise of stock options and the sale of common stock plus $3,355 from the excess tax benefits from stock option exercises. For the first nine months of fiscal 2006, there were net cash payments on the revolving line of credit of $20,000, dividend payments of $13,285, and payments for the repurchase of our common stock of $12,576. As in the current year, cash used in financing activities in year-to-date fiscal 2006 was partially offset by proceeds from the exercise of stock options and the sale of common stock of $17,250 and by $6,471 from the excess tax benefits from stock option exercises.
Capital Requirements and Resources
The Company generally uses existing resources and funds generated from operations to meet its capital requirements. Capital expenditures totaling $21,139 and $32,228 for the nine-month periods ended March 31, 2007 and 2006, respectively, were made for facilities and additional equipment. These additions were primarily funded from cash generated by operations. Total consolidated capital expenditures for the Company are not expected to exceed $40,000 for fiscal year 2007.
The Company renewed a bank credit line on March 7, 2007 which provides for funding of up to $8,000 and bears interest at the prime rate (8.25%
at March 31, 2007). The credit line expires March 7, 2008 and is secured by $1,000 of investments. At March 31, 2007, no amount was outstanding.The Company obtained an unsecured bank credit line on April 28, 2006 which provides for funding of up to $5,000 and bears interest at the prime rate less 1% (7.25% at March 31, 2007). The credit line matures on April 30, 2008. At March 31, no amount was outstanding.
An unsecured revolving bank credit facility allows borrowing of up to $150,000 which may be increased by the Company at any time prior to April 20, 2008 to $225,000. The unsecured revolving bank credit facility bears interest at a rate equal to (a) LIBOR or (b) an alternate base rate (the greater of (a) the Federal Funds Rate plus 1/2% or (b) the Prime Rate), plus an applicable percentage in each case determined by the Company's leverage ratio. The unsecured revolving credit line terminates April 19, 2010. At June 30, 2006, the revolving bank credit facility balance was $50,000. At March 31, 2007, the revolving bank credit facility balance was $50,000.
During fiscal year 2006 and the first nine months of fiscal 2007, the Company has entered into various capital lease obligations totaling $1,303 for the use of certain computer equipment. At June 30, 2006, $662 was outstanding, of which $241 was included in current maturities. At March 31, 2007, $840 was outstanding, of which $492 is included in current maturities.
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 facility. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2006, there were 2,766 shares in treasury stock and the Company had the remaining authority to repurchase up to 2,225 shares. On August 25, 2006, the Company's Board of Directors approved a 5,000 increase to the stock repurchase authorization. During the nine months ended March 31, 2007, the Company repurchased 3,263 treasury shares for $71,369. The total cost of treasury shares at March 31, 2007 is $123,140. At March 31, 2007, there were 6,029 shares in treasury stock and the Company had the authority to repurchase up to 3,961 additional shares.
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, 2006.
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, 2006. 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 strong with increased earnings and gross profit for the three and nine months ended March 31, 2007. This reflects the continuing attitude of cooperation and commitment by each employee, management's ongoing cost control efforts and our commitment to deliver top quality products and services to the markets we serve.
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 was no change in the Company's internal control over financial reporting that occurred during the quarter ended March 31, 2007 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
The following shares of the Company were repurchased for the three month period ended March, 31, 2007:
|
Total |
|
Total Number of |
Maximum Number |
||||
January 1-31, 2007 |
- |
|
$ - |
- |
4,964,875 |
|||
February 1-28, 2007 |
297,700 |
$ 23.58 |
297,700 |
4,667,175 |
||||
March 1-31, 2007 |
705,700 |
$ 23.12 |
705,700 |
3,961,475 |
||||
|
|
|
|
|||||
Total |
1,003,400 |
$ 23.26 |
1,003,400 |
3,961,475 |
||||
(1)
Purchases made under the stock repurchase authorization approved by the Company's Board of Directors on October 4, 2002 with respect to 3.0 million shares, which was increased by 2.0 million shares on April 29, 2005. On August 25, 2006, the Company's Board of Directors approved a 5.0 million share increase to the stock repurchase authorization. These authorizations have no specific dollar or share price targets and no expiration dates.
ITEM 6. |
EXHIBITS |
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31.1 |
Certification of the Chief Executive Officer dated May 10, 2007. |
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31.2 |
Certification of the Chief Financial Officer dated May 10, 2007. |
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32.1 |
Written Statement of the Chief Executive Officer dated May 10, 2007. |
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32.2 |
Written Statement of the Chief Financial Officer dated May 10, 2007. |
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. |
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Date: May 10, 2007 |
/s/ John F. Prim |
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John F. Prim |
||
Chief Executive Officer |
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Date: May 10, 2007 |
/s/ Kevin D. Williams |
|
Kevin D. Williams |
||
Chief Financial Officer and Treasurer |
||
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 10, 2007
/s/ John F. Prim |
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------------------------------ |
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John F. Prim |
|
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 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 10, 2007
/s/ Kevin D. Williams |
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------------------------------- |
|
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 and nine months ended March 31, 2007 (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 10, 2007
*/s/ John F. Prim |
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------------------------------ |
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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.
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 and nine months ended March 31, 2007 (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 10, 2007
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* /s/ Kevin D. Williams |
------------------------------- |
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Kevin D. Williams |
|
Chief Financial Officer |
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*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.