Jack Henry & Associates (JKHY) 8-K/A Financial Statements and Exhibits

Exhibit 99.4

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2010
(In thousands)
(Unaudited)
			Historical		Historical		Pro Forma			Pro Forma
			JKHY		iPay		Adjustments			Combined
							(Note 3)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	35,779	$	9,643	$	(18,376)	A	$	27,046
	Investments, at amortized cost		1,000		-					1,000
	Receivables		122,457		1,220		(75)	B		123,602
	Prepaid expenses and other		29,142		1,091					30,233
	Prepaid cost of product		20,878		1,928		(656)	C		22,150
	Deferred income taxes		882		-					882
	Total current assets		210,138		13,882		(19,107)			204,913
PROPERTY AND EQUIPMENT, net			256,692		7,965					264,657
OTHER ASSETS:
	Prepaid cost of product		8,447		1,599		(544)	C		9,502
	Computer software, net of amortization		97,828		2,733		15,970	D		116,531
	Debt Acquisition Costs, net		-		170		7,430	E		7,600
	Other non-current assets		15,986		1,395					17,381
	Customer relationships, net of amortization		108,373		12,267		80,211	D		200,851
	Trade names		5,853		333		4,772	D		10,958
	Goodwill		344,921		48,923		140,553	F		534,397
	Total other assets		581,408		67,420		248,392			897,220
	Total assets	$	1,048,238	$	89,267	$	229,285		$	1,366,790
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable	$	7,663	$	479	$	(75)	B	$	8,067
	Accrued expenses		38,342		5,200					43,542
	Accrued income taxes		171		-					171
	Current Revolving Facility and current maturities of capital leases		73,791		-		50,000	E		123,791
	New Current Financing						100,000	E		100,000
	Current portion of long term debt		-		5,719		(5,719)	E		-
	Deferred revenues		110,307		6,281		(1,884)	C		114,704
	Total current liabilities		230,274		17,679		142,322			390,275
LONG TERM LIABILITIES:
	Deferred revenues		10,269		1,134		(386)	C		11,017
	Deferred income taxes		73,547		-		7,600	G		81,147
	Long term debt, net of current portion		-		6,863		143,137	E		150,000
	Other long-term liabilites, net of current maturities		10,560		203					10,763
	Total long term liabilities		94,376		8,200		150,351			252,927
	Total liabilities		324,650		25,879		295,073			645,602
STOCKHOLDERS' EQUITY
	Preferred stock		-		-					-
	Common stock		996		-					996
	Members units		-		53,100		(53,100)	H		-
	Additional paid-in capital		329,911		-					329,911
	Retained earnings (accumulated deficit)		702,266		10,288		(10,288)	H		702,266
	Less treasury stock at cost		(309,585)		-					(309,585)
	Total stockholders' equity		723,588		63,388		(63,388)			723,588
	Total liabilities and stockholders' equity	$	1,048,238	$	89,267	$	229,285		$	1,366,790

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 2010
(In thousands)
(Unaudited)
			Historical		Historical		Pro Forma			Pro Forma
			JKHY		IPay		Adjustments			Combined
							(Note 3)
REVENUE
	License	$	39,806	$	-	$			$	39,806
	Support and service		522,159		34,757		(1,384)	I		555,532
	Hardware		46,776		-					46,776
	Total		608,741		34,757		(1,384)			642,114
COST OF SALES
	Cost of license		4,015		-					4,015
	Cost of support and service		320,503		15,593		2,301	J		338,397
	Cost of hardware		34,239							34,239
	Total		358,757		15,593		2,301			376,651
GROSS PROFIT			249,984		19,164		(3,685)			265,463
OPERATING EXPENSES
	Selling and marketing		43,756		2,290					46,046
	Research and development		36,488		821					37,309
	General and administrative		36,781		5,665					42,446
	Total		117,025		8,776		-			125,801
OPERATING INCOME			132,959		10,388		(3,685)			139,662
INTEREST INCOME (EXPENSE)
	Interest income		54		30					84
	Interest expense		(419)		(504)		(6,859)	K		(7,782)
	Total		(365)		(474)		(6,859)			(7,698)
INCOME FROM
OPERATIONS BEFORE INCOME TAXES			132,594		9,914		(10,544)			131,964
PROVISION FOR INCOME TAXES			44,708		298		1,181	L		46,187
NET INCOME		$	87,886	$	9,616	$	(11,725)		$	85,777

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 2009
(In thousands)
(Unaudited)
			Historical		Historical		Pro Forma			Pro Forma
			JKHY		IPay		Adjustments			Combined
							(Note 3)
REVENUE
	License	$	58,434	$	-	$			$	58,434
	Support and service		614,242		39,335		(1,800)	I		651,777
	Hardware		72,917		-					72,917
	Total		745,593		39,335		(1,800)			783,128
COST OF SALES
	Cost of license		6,885		-					6,885
	Cost of support and service		385,837		18,223		3,114	J		407,174
	Cost of hardware		53,472		-					53,472
	Total		446,194		18,223		3,114			467,531
GROSS PROFIT			299,399		21,112		(4,914)			315,597
OPERATING EXPENSES
	Selling and marketing		54,931		2,618					57,549
	Research and development		42,901		818					43,719
	General and administrative		43,681		7,338					51,019
	Total		141,513		10,774		-			152,287
OPERATING INCOME			157,886		10,338		(4,914)			163,310
INTEREST INCOME (EXPENSE)
	Interest income		781		23					804
	Interest expense		(1,357)		(1,128)		(10,444)	K		(12,929)
	Total		(576)		(1,105)		(10,444)			(12,125)
INCOME FROM
OPERATIONS BEFORE INCOME TAXES			157,310		9,233		(15,358)			151,185
PROVISION FOR INCOME TAXES			54,208		98		(1,391)	L		52,915
NET INCOME		$	103,102	$	9,135	$	(13,967)		$	98,270

Notes to Pro Forma Condensed Consolidated Financial Statements

(In Thousands)

(Unaudited)

Note 1: Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of Jack Henry and iPay after giving effect to the cash to be paid by Jack Henry to consummate the iPay acquisition, as well as certain pro forma adjustments.

The unaudited pro forma condensed consolidated balance sheet data assumes that the acquisition of iPay occurred on March 31, 2010. As Jack Henry has a fiscal year ending on June 30 and iPay had a fiscal year ending on December 31, the pro forma condensed consolidated balance sheet combines the historical balances of Jack Henry as of March 31, 2010 with the historical balances of iPay as of March 31, 2010, plus pro forma adjustments.

The unaudited pro forma condensed consolidated statements of operations data assumes that the acquisition of iPay occurred on July 1, 2008. As Jack Henry has a fiscal year ending on June 30 and iPay had a fiscal year ending on December 31, the pro forma condensed consolidated financial statements include a pro forma statement of operations combining the historical results of Jack Henry for the year ended June 30, 2009 with the historical results of iPay for the twelve months ended June 30, 2009, plus pro forma adjustments In addition, they include a pro forma statement of operations combining the historical results of Jack Henry for the nine months ended March 31, 2010 with the historical results of iPay for the same period, plus pro forma adjustments. iPay's data has been calculated by combining its interim data for each month within the period.

The unaudited pro forma condensed consolidated financial statements assume that the acquisition is accounted for in accordance with generally accepted accounting principles for business combinations and represents the current pro forma information based upon available information of the combining companies' results of operations during the periods presented. As of the date of this document, Jack Henry has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the iPay assets acquired and liabilities assumed and the related allocations of the purchase price. However, Jack Henry has made certain adjustments to the historical book values of the assets and liabilities of iPay, based on currently available information, to reflect certain preliminary estimates of fair value in preparing the unaudited pro forma condensed consolidated financial data. The preliminary purchase price allocation assigns values to certain identifiable intangib le assets, including customer relationships and core technology. Actual results may differ materially from this unaudited pro forma condensed consolidated data once Jack Henry has completed the detailed valuation studies necessary to finalize the required purchase price allocation.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to be indicative of the results of operations or financial position for future periods or the results that actually would have been realized had the acquisition described above been consummated as of March 31, 2010 or July 1, 2008.

Note 2: Preliminary Purchase Price Allocation.

The purchase price was $301,143, paid in cash. The purchase price was funded primarily by approximately $300,000 borrowed under a new credit agreement.

The purchase price will be allocated to iPay tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. Based upon a preliminary valuation, the purchase price was allocated as follows:

Current assets	$        3,691
Non-current assets	6,389
Intangible assets	116,286
Goodwill	191,906
Total assets acquired	318,272
Liabilities assumed	(17,129)
Net assets acquired	$      301,143

The preliminary allocation of the purchase price is based upon management's estimates. As noted below, these estimates and assumptions are subject to change upon final valuation.

Deferred Revenues: For the purpose of these pro forma condensed consolidated statements, the fair value of deferred revenue, defined as fulfillment costs plus profit margin, has been assumed to approximate 70% of its carrying value. The pro forma condensed consolidated balance sheet and statements of operations reflect the estimated impact on deferred revenue and revenue that would occur as a result of this adjustment.

Cash and other net tangible assets/liabilities: Cash and other net tangible assets and liabilities were recorded at their respective carrying amounts for the purpose of these unaudited pro forma condensed consolidated statements. It was assumed that these carrying values approximate their fair values.

Goodwill: Goodwill represents the excess of the purchase price over the estimated fair value of tangible and identifiable intangible net assets acquired.

Identifiable intangible assets: Identifiable intangible assets acquired include developed software. In-process research and development, customer relationships and tradenames.

The fair value of intangible assets is based on management's preliminary valuation.

Deferred tax balances: For the purpose of these pro forma statements, the deferred taxes arising from the acquisition have been estimated using a rate of 37%. The final valuation of the deferred tax assets may have a material impact on the final purchase price allocation, and could result in an allocation of goodwill materially different from that indicated herein.

Pre-acquisition contingencies: Jack Henry has not identified any pre-acquisition contingencies where a liability is probable and where the amount of the liability can be reasonably estimated. If information becomes available prior to the end of the purchase price measurement period that would indicate that it was probable that a liability existed at the acquisition date, such items will be included in the purchase price allocation to the extent that can be reasonably estimated. These amounts identified, if any, would result in additional goodwill.

Note 3: Reclassifications and Pro Forma Adjustments

The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:

1. Represents the total cash consideration paid by Jack Henry upon consummation of the acquisition of $8,733, plus the elimination of iPay's existing cash balances which were withdrawn by former ownership prior to closing.
   
2. To eliminate iPay's receivable from and Jack Henry's payable to iPay as of the assumed transaction date.
   
3. To record reductions in the balance of prepaid expenses and deferred revenues to reflect estimated fair value at the assumed transaction date. Management estimated a fair value at 70% of carrying value.
   
4. To record the preliminary valuation of identifiable intangible assets related to the acquisition of iPay.
   

		Estimated Useful Life
Acquired technology-based intangible assets	$    16,440	6 years
In-process research and development	2,263	*
Acquired customer-based intangible assets	92,478	20 years
Acquired tradenames	5,105	*
Total	116,286
Elimination of iPay historical intangible assets	(15,333)
	$   100,953

* In-process research and development will not be amortized until the underlying development projects are completed. Acquired tradenames are assumed to have an indefinite life.

5. To record debt acquisition costs of approximately $7,600 and eliminate iPay historical debt acquisition costs of $170 and to record the acquisition of debt related to the transaction of $300,000 and the elimination of historical iPay debt of $12,582 that was liquidated at closing.
   
6. To record the preliminary valuation of goodwill related to the acquisition of iPay of $189,476 and eliminate the historical iPay goodwill of $48,923.
   
7. To record estimated deferred tax liabilities related to the acquisition of iPay.
   
8. To eliminate iPay's historical equity balances.
   
9. To eliminate the intercompany revenue included in iPay's historical revenue.
   
10. To record the estimated amortization expense related to the identifiable intangible assets recognized upon the acquisition of iPay, to eliminate intercompany costs and historical amortization.
    

	Year Ended 6/30/09	Nine Months Ended 3/31/10
Estimated amortization on acquired intangible assets	$      7,364	$   5,523
Elimination of historical iPay amortization expense	(2,450)	(1,838)
Elimination of intercompany costs (see item I)	(1,800)	(1,384)
	$     3,114	$   2,301

11. To record estimated interest expense from debt issued and the amortization of debt acquisition costs. These amounts were estimated using the interest rates in effect at the inception of the loans. The loans have varying interest rates. If the rates on the loans were to increase by 0.125%, the estimated interest expense would increase by approximately $400 and $250 for the periods ending June 30, 2009 and March 31, 2010, respectively.
    
12. To record the estimated income tax effect of the business combination and the pro forma adjustments at the statutory rate. The pro forma combined provision for income taxes does not necessarily represent the amounts that would have resulted had Jack Henry and iPay filed consolidated income tax returns for the period presented.