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 December 31, 2005
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 Principle 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 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 January 26, 2006, Registrant has 91,560,148 shares of common stock
outstanding ($0.01 par value)
JACK HENRY & ASSOCIATES, INC.
CONTENTS
Page
PART I FINANCIAL INFORMATION Reference
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets
December 31, 2005 and June 30, 2005 (Unaudited) 3
Condensed Consolidated Statements of Income
for the Three and Six Months Ended
December 31, 2005 and 2004 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended December 31, 2005
and 2004 (Unaudited) 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) 6
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
ITEM 3 Quantitative and Qualitative Disclosures about
Market Risk 16
ITEM 4 Controls and Procedures 16
PART II OTHER INFORMATION
ITEM 2 Unregistered Sales of Equity Securities
and Use of Proceeds 17
ITEM 6 Exhibits 17
PART 1. 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)
December 31, June 30,
2005 2005
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 38,249 $ 11,608
Investments, at amortized cost 2,661 993
Receivables 102,841 209,922
Prepaid expenses and other 15,725 14,986
Prepaid cost of product 17,646 20,439
Deferred income taxes 2,540 2,345
---------- ----------
Total current assets 179,662 260,293
PROPERTY AND EQUIPMENT, net 246,167 243,191
OTHER ASSETS:
Prepaid cost of product 12,759 10,413
Computer software, net of amortization 37,651 29,488
Other non-current assets 8,095 6,868
Customer relationships, net of amortization 66,579 68,475
Trade names 4,009 4,010
Goodwill 210,956 191,415
---------- ----------
Total other assets 340,049 310,669
---------- ----------
Total assets $ 765,878 $ 814,153
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 7,673 $ 15,895
Accrued expenses 20,525 24,844
Accrued income taxes 869 3,239
Note payable 25,000 45,000
Deferred revenues 106,318 157,605
---------- ----------
Total current liabilities 160,385 246,583
LONG TERM LIABILITIES:
Deferred revenues 16,493 13,331
Deferred income taxes 41,638 37,085
---------- ----------
Total long term liabilities 58,131 50,416
---------- ----------
Total liabilities 218,516 296,999
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 12/31/05 were 92,691,960
Shares issued at 06/30/05 were 92,050,778 927 920
Additional paid-in capital 205,822 195,878
Retained earnings 363,141 330,308
Less treasury stock at cost 1,240,500 shares
at 12/31/05, 553,300 shares at 06/30/05 (22,528) (9,952)
---------- ----------
Total stockholders' equity 547,362 517,154
---------- ----------
Total liabilities and stockholders' equity $ 765,878 $ 814,153
========== ==========
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 Six Months Ended
December 31, December 31,
-------------------- --------------------
2005 2004 2005 2004
------- ------- ------- -------
REVENUE
License $ 20,836 $ 22,148 $ 37,744 $ 41,699
Support and service 106,524 87,726 205,925 171,374
Hardware 20,057 26,086 40,731 46,983
------- ------- ------- -------
Total 147,417 135,960 284,400 260,056
COST OF SALES
Cost of license 1,061 1,734 1,912 3,343
Cost of support and service 66,356 60,946 130,593 116,976
Cost of hardware 14,517 18,531 29,857 34,426
------- ------- ------- -------
Total 81,934 81,211 162,362 154,745
GROSS PROFIT 65,483 54,749 122,038 105,311
OPERATING EXPENSES
Selling and marketing 12,300 11,920 23,740 22,652
Research and development 8,003 6,741 14,752 12,883
General and administrative 11,130 8,127 18,935 15,592
------- ------- ------- -------
Total 31,433 26,788 57,427 51,127
OPERATING INCOME 34,050 27,961 64,611 54,184
INTEREST INCOME (EXPENSE)
Interest income 425 359 868 818
Interest expense (132) (14) (307) (17)
------- ------- ------- -------
Total 293 345 561 801
INCOME BEFORE INCOME TAXES 34,343 28,306 65,172 54,985
PROVISION FOR INCOME TAXES 12,707 10,614 24,114 20,619
------- ------- ------- -------
NET INCOME $ 21,636 $ 17,692 $ 41,058 $ 34,366
======= ======= ======= =======
Diluted net income per share $ 0.23 $ 0.19 $ 0.44 $ 0.37
======= ======= ======= =======
Diluted weighted average
shares outstanding 93,637 92,957 93,818 92,721
======= ======= ======= =======
Basic net income per share $ 0.24 $ 0.20 $ 0.45 $ 0.38
======= ======= ======= =======
Basic weighted average
shares outstanding 91,352 90,650 91,457 90,468
======= ======= ======= =======
See notes to condensed consolidated financial statements
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Six Months Ended
December 31,
-----------------------
2005 2004
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 41,058 $ 34,366
Adjustments to reconcile net income from
operations to cash from operating activities:
Depreciation 16,176 14,563
Amortization 5,134 4,254
Deferred income taxes 3,124 2,930
(Gain) loss on disposal of property
and equipment 113 1,061
Stock- based compensation 257 -
Changes in operating assets and liabilities,
net of acquisitions:
Receivables 107,342 88,210
Prepaid expenses, prepaid cost of product,
and other (1,484) 113
Accounts payable (8,488) (2,098)
Accrued expenses (5,037) (1,457)
Income taxes (including tax benefit of $3,453
and $1,730 from exercise of stock options) 1,056 (3,582)
Deferred revenues (52,023) (44,150)
---------- ----------
Net cash from operating activities 107,228 94,210
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for acquisitions, net (19,177) (109,910)
Capital expenditures (18,971) (23,570)
Computer software developed (8,109) (3,162)
Proceeds from investments 2,000 2,000
Purchase of investments (1,982) (1,992)
Proceeds from sale of property and equipment - 3
Other, net 212 70
---------- ----------
Net cash from investing activities (46,027) (136,561)
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable, net (20,000) 10,000
Purchase of treasury stock (12,576) -
Dividends paid (8,225) (7,239)
Proceeds from issuance of common stock
upon exercise of stock options 5,888 7,987
Proceeds from sale of common stock, net 353 360
---------- ----------
Net cash from financing activities (34,560) 11,108
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 26,641 $ (31,243)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD $ 11,608 $ 53,758
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 38,249 $ 22,515
========== ==========
Net cash paid for income taxes was $19,915 and $21,284 for the six months
ended December 31, 2005 and 2004, respectively. The Company paid interest
of $454 and $4 for the six months ended December 31, 2005 and 2004,
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 a JHA software system. JHA
also provides continuing support and services to customers using in-house or
outsourced systems.
CONSOLIDATION
The consolidated financial statements include the accounts of JHA and all of
its subsidiaries, which are wholly-owned, and all significant intercompany
accounts and transactions have been eliminated.
STOCK-BASED COMPENSATION
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123 (R), "Share-
Based Payment", ("SFAS 123(R)"), a revision of SFAS No. 123 "Share-Based
Payment". SFAS 123 (R) supersedes Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25") and amends SFAS
No. 95 "Statement of Cash Flows". SFAS 123(R) is similar to the approach
described in SFAS 123 except that SFAS 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the consolidated statements of income, in lieu of pro forma
disclosure. SFAS 123 (R) is effective for fiscal periods beginning after
June 15, 2005. The Company adopted the provisions of SFAS 123 (R) as of July
1, 2005, the first day of fiscal 2006 and is using the modified-prospective
transition method with the Black-Scholes model for estimating the fair value
of equity compensation.
In March 2005, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 107, "Share-Based Payment" that provided
additional guidance to public companies relating to share-based payment
transactions and the implementation of SFAS 123(R), including guidance
regarding valuation methods and related assumptions, classification of
compensation expense and income tax effects of share-based compensation.
On June 29, 2005, the Board of Directors approved the immediate vesting of
all stock options previously granted under the 1996 Stock Option Plan ("1996
SOP") that had exercise prices higher than the market price of the Company's
stock on such date. As a result of this action, the vesting of 202 options
was accelerated by an average of 15 months. No other changes to these
options were made. The weighted average exercise price of these accelerated
options was $21.15, and exercise prices of the affected options ranged from
$18.64 to $25.00. The accelerated options constitute only 2.1% of the
company's outstanding options. No options held by any directors or executive
officers of the Company were accelerated or affected in any manner by this
action.
The purpose of accelerating vesting of the options was to enable the Company
to reduce the impact of recognizing future compensation expense associated
with these options upon adoption of SFAS 123(R). Commencing with the
Company's fiscal year that began July 1, 2005, SFAS 123(R) requires that the
Company recognize compensation expense equal to the fair value of equity-
based compensation awards over the vesting period of each such award. The
aggregate pre-tax expense for the shares subject to acceleration that,
absent the acceleration of vesting, would have been reflected in the
Company's consolidated financial statements beginning in fiscal 2006 is
estimated to be a total of approximately $802 (approximately $510 in fiscal
2006, approximately $185 in fiscal 2007, approximately $89 in fiscal 2008
and approximately $18 in fiscal 2009).
For the first six months of fiscal 2006, there was $257 in compensation
expense from equity-based awards. The adoption of SFAS 123 (R) did not
materially impact the Company's consolidated financial statements. The
following table illustrates the effect on net income and net income per
share for the first half of fiscal 2005 had the Company accounted for its
stock-based awards under the fair value method of SFAS 123.
Three Months Ended Six Months Ended
December 31, December 31,
2004 2004
------------ ------------
Net income, as reported $ 17,692 $ 34,366
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effect 338 605
-------- --------
Pro forma net income $ 17,354 $ 33,761
======== ========
Diluted net income per share As reported $ 0.19 $ 0.37
Pro forma $ 0.19 $ 0.36
Basic net income per share As reported $ 0.20 $ 0.38
Pro forma $ 0.19 $ 0.37
COMPREHENSIVE INCOME
Comprehensive income for the three and six-month periods ended December 31,
2005 and 2004 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, 2005, there were 553 shares in treasury stock and the Company had
the remaining authority to repurchase up to 4,437 shares. During the six
months ended December 31, 2005, the Company repurchased 687 treasury shares
for $12,576. The total cost of treasury shares at December 31, 2005 is
$22,528. At December 31, 2005, there were 1,241 shares in treasury stock
and the Company had the authority to repurchase up to 3,750 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, 2005. 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, 2005.
In the opinion of management of the Company, the accompanying condensed
consolidated financial statements reflect all adjustments necessary
(consisting solely of normal recurring adjustments) to present fairly the
financial position of the Company as of December 31, 2005, and the results
of its operations and its cash flows for the three and six-month periods
ended December 31, 2005 and 2004.
The results of operations for the three and six-month periods ended December
31, 2005 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 six months ended December 31, 2005.
ACQUISITIONS
On November 1, 2005, the Company acquired all of the capital stock of
Profitstar, Inc. ("Profitstar"). Profitstar is a leading provider of
asset/liability management, risk management, profitability accounting and
financial planning software and related services to banks, credit unions and
other financial institutions. The purchase price for Profitstar, $19,177
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 ($4,889) to working capital, $1,234 to
deferred tax liability, $1,871 capitalized software, $1,420 to customer
relationships, and $19,541 to goodwill. The acquired goodwill has been
allocated to the bank segment and is non-deductible for federal income tax
purposes.
The following unaudited pro forma consolidated financial information is
presented as if the acquisitions completed in fiscal 2005 had occurred at
the beginning of the earliest period presented. In addition, this unaudited
pro forma financial information is provided for illustrative purposes only
and should not be relied upon as necessarily being indicative of the
historical results that would have been obtained if these acquisitions had
actually occurred during those periods, or the results that may be obtained
in the future as a result of these acquisitions.
Pro Forma Three Months Ended Six Months Ended
December 31, December 31,
------------------- -------------------
2005 2004 2005 2004
------- ------- ------- -------
Revenue $148,652 $145,714 $288,500 $282,856
Gross profit 66,244 59,547 124,929 116,606
------- ------- ------- -------
Net Income $ 21,785 $ 18,782 $ 41,532 $ 37,703
======= ======= ======= =======
Earnings per share - diluted $ 0.23 $ 0.20 $ 0.44 $ 0.41
======= ======= ======= =======
Diluted Shares 93,637 92,957 93,818 92,271
======= ======= ======= =======
Earnings per share - basic $ 0.24 $ 0.21 $ 0.45 $ 0.42
======= ======= ======= =======
Basic Shares 91,352 90,650 91,457 90,468
======= ======= ======= =======
LINES OF CREDIT
The Company renewed a bank credit line on March 22, 2005 which provides for
funding of up to $8,000 and bears interest at the prime rate (6.00% at
December 31, 2005). The credit line expires March 22, 2006 and is secured
by $1,000 of investments. At December 31, 2005, 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 new unsecured revolving credit line terminates April 19, 2010.
At June 30, 2005, the revolving bank credit facility balance was $45,000.
At December 31, 2005, the revolving bank credit facility balance was
$25,000.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued Staff Position 109-1, "Application on FASB
Statement No. 109, Accounting for Income Taxes, for the Tax Deduction
Provided to U.S. Based Manufacturers by the American Jobs Creation Act of
2004" ("FSP 109-1"). FSP 109-1 clarifies how to apply Statement No. 109 to
the new law's tax deduction for income attributable to "Domestic production
activities." The Company is currently evaluating the impact of the new law
on the Company's consolidated financial statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No.3"
("SFAS 154"). 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 implementation of SFAS
154 is not expected to have a material impact on the Company's consolidated
financial statements.
NOTE 4. SHARES USED IN COMPUTING NET INCOME PER SHARE
Three Months Ended Six Months Ended
December 31, December 31,
--------------- ---------------
2005 2004 2005 2004
------ ------ ------ ------
Weighted average number of common
shares outstanding - basic 91,352 90,650 91,457 90,468
Common stock equivalents 2,285 2,307 2,361 2,253
------ ------ ------ ------
Weighted average number of common
and common equivalent shares
outstanding - diluted 93,637 92,957 93,818 92,721
====== ====== ====== ======
Per share information is based on the weighted average number of common
shares outstanding for the periods ended December 31, 2005 and 2004. 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 1,710 and 1,723 shares and 1,714 and 1,780 shares for the
three and six-month periods ended December 31, 2005 and 2004, 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
December 31, 2005 December 31, 2004
---------------------------- ----------------------------
Bank Credit Union Total Bank Credit Union Total
------- ------------ ------- ------- ------------ -------
REVENUE
License $ 14,604 $ 6,232 $ 20,836 $ 16,864 $ 5,284 $ 22,148
Support and service 88,558 17,966 106,524 73,926 13,800 87,726
Hardware 14,673 5,384 20,057 20,514 5,572 26,086
------- ------- ------- ------- ------- -------
Total 117,835 29,582 147,417 111,304 24,656 135,960
------- ------- ------- ------- ------- -------
COST OF SALES
Cost of license 568 493 1,061 1,117 617 1,734
Cost of support and service 53,906 12,450 66,356 48,451 12,495 60,946
Cost of hardware 10,205 4,312 14,517 14,166 4,365 18,531
------- ------- ------- ------- ------- -------
Total 64,679 17,255 81,934 63,734 17,477 81,211
------- ------- ------- ------- ------- -------
GROSS PROFIT $ 53,156 $ 12,327 $ 65,483 $ 47,570 $ 7,179 $ 54,749
======= ======= ======= ======= ======= =======
Six Months Ended Six Months Ended
December 31, 2005 December 31, 2004
---------------------------- ----------------------------
Bank Credit Union Total Bank Credit Union Total
------- ------------ ------- ------- ------------ -------
REVENUE
License $ 26,920 $ 10,824 $ 37,744 $ 29,382 $ 12,317 $ 41,699
Support and service 171,285 34,640 205,925 145,166 26,208 171,374
Hardware 31,050 9,681 40,731 36,572 10,411 46,983
------- ------- ------- ------- ------- -------
Total 229,255 55,145 284,400 211,120 48,936 260,056
------- ------- ------- ------- ------- -------
COST OF SALES
Cost of license 880 1,032 1,912 1,535 1,808 3,343
Cost of support and service 105,839 24,754 130,593 94,152 22,824 116,976
Cost of hardware 22,322 7,535 29,857 26,282 8,144 34,426
------- ------- ------- ------- ------- -------
Total 129,041 33,321 162,362 121,969 32,776 154,745
------- ------- ------- ------- ------- -------
GROSS PROFIT $100,214 $ 21,824 $122,038 $ 89,151 $ 16,160 $105,311
======= ======= ======= ======= ======= =======
December 31, June 30,
----------- -----------
2005 2005
----------- -----------
Property and equipment, net
Bank systems and services $ 212,190 $ 208,541
Credit Union systems and services 33,977 34,650
----------- -----------
Total $ 246,167 $ 243,191
=========== ===========
Identified intangible assets, net
Bank systems and services $ 266,937 $ 241,054
Credit Union systems and services 52,258 52,334
----------- -----------
Total $ 319,195 $ 293,388
=========== ===========
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 22 item-processing
centers located throughout the United States.
A detailed discussion of the major components of the results of operations
for the three and six-month periods ended December 31, 2005 follows. All
amounts are in thousands and discussions compare the current three and six-
month periods ended, December 31, 2005, to the prior year three and six-
month periods ended December 31, 2004.
REVENUE
License Revenue Three Months Ended % Six Months Ended %
December 31, Change December 31, Change
---------------- ------ ---------------- ------
2005 2004 2005 2004
---- ---- ---- ----
License $ 20,836 $ 22,148 -6% $ 37,744 $ 41,699 -9%
Percentage of total revenue 14% 16% 13% 16%
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
largely attributed to the continued increasing demand, especially by banks,
for item and data processing delivered through our outsourcing services.
Outsourcing services do not require software license agreements and
therefore the financial institution's initial capital outlay is dramatically
reduced by the choice of this delivery alternative.
Support and Service Revenue Three Months Ended % Six Months Ended %
December 31, Change December 31, Change
---------------- ------ ---------------- ------
2005 2004 2005 2004
---- ---- ---- ----
Support and service $106,524 $ 87,726 +21% $205,925 $171,374 +20%
Percentage of total revenue 72% 65% 73% 66%
Qtr over Qtr Change Year over Year Change
------------------- ---------------------
$ Change % Increase $ Change % Increase
-------- ---------- -------- ----------
In-house support & other services $ 8,109 +19% $ 17,694 +22%
EFT support 4,091 +31% 7,339 +29%
Outsourcing services 5,061 +23% 5,552 +13%
Implementation services 1,537 +15% 3,966 +19%
------- -------
Total Increase $ 18,798 $ 34,551
======= =======
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 second quarter and the first half of fiscal 2006, particularly
due to in-house annual support revenue from previously performed
software implementations, together with recent acquisitions contributing
approximately 9% of the support revenue for both the quarter and the year.
Another main element is the on-going demand for EFT support (ATM and debit
card transaction processing services). EFT support experienced the strongest
quarter over quarter revenue growth due to increased customer activity and
expansion of our customer base. Outsourcing services also continue to grow
as we add new customers and increase volume. Implementation services revenue
increased due to new license implementations contracted in prior quarters,
as well as merger conversions for our existing customers.
Hardware Revenue Three Months Ended % Six Months Ended %
December 31, Change December 31, Change
---------------- ------ ---------------- ------
2005 2004 2005 2004
---- ---- ---- ----
Hardware $ 20,057 $ 26,086 -23% $ 40,731 $ 46,983 -13%
Percentage of total revenue 14% 19% 14% 18%
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 decreased mainly due to a decrease in the number of
hardware systems delivered for the current quarter and the first half of the
current year as compared to the same periods last year. Hardware revenue in
the prior year's quarter was 19% and 18% prior year to date of the total
revenue, while hardware revenue is 14% of revenue for both the current
quarter and year to date. We expect this decrease as a percentage of total
revenue to continue as the entire industry is experiencing the impact of
rising equipment processing power and decreasing equipment prices. This is
also impacted by increased demand for outsourcing services, as significant
sales of hardware normally accompany only in-house sales.
BACKLOG
Our backlog increased 10% at December 31, 2005 to $213,800 ($63,800 in-house
and $150,000 outsourcing) from $194,500 ($68,400 in-house and $126,100
outsourcing) at December 31, 2004. The current quarter backlog increased 4%
from September 30, 2005, where backlog was $205,800 ($63,400 in-house and
$142,400 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 % Six Months Ended %
December 31, Change December 31, Change
---------------- ------ ---------------- ------
2005 2004 2005 2004
---- ---- ---- ----
Cost of License $ 1,061 $ 1,734 -39% $ 1,912 $ 3,343 -43%
Percentage of total revenue 1% 1% 1% 1%
License Gross Profit $ 19,775 $ 20,414 -3% $ 35,832 $ 38,356 -7%
Gross Profit Margin 95% 92% 95% 92%
Cost of support and service $ 66,356 $ 60,946 +9% $130,593 $116,976 +12%
Percentage of total revenue 45% 45% 46% 45%
Support and Service
Gross Profit $ 40,168 $ 26,780 +50% $ 75,332 $ 54,398 +38%
Gross Profit Margin 38% 31% - -
Cost of hardware $ 14,517 $ 18,531 -22% $ 29,857 $ 34,426 -13%
Percentage of total revenue 10% 14% 10% 13%
Hardware Gross Profit $ 5,540 $ 7,555 -27% $ 10,874 $ 12,557 -13%
Gross Profit Margin 28% 29% 27% 27%
TOTAL COST OF SALES $ 81,934 $ 81,211 +1% $162,362 $154,745 +5%
Percentage of total revenue 56% 60% 57% 60%
TOTAL GROSS PROFIT $ 65,483 $ 54,749 +20% $122,038 $105,311 +16%
Gross Profit Margin 44% 40% 43% 40%
Cost of license decreased for the current quarter and the first half of
fiscal 2006 due to a decrease in the delivery of third party software,
compared to last year. Cost of support and service increased for the
quarter and year to date in fiscal 2006 due to additional headcount and
depreciation expense for new facilities and equipment primarily due to
acquisitions of businesses, as compared to last year. Cost of hardware
decreased due to a decrease in hardware sales and a change in product sales
mix during the current quarter and the first half of fiscal 2006. Hardware
incentives and rebates received from vendors fluctuate quarterly and
annually due to changing thresholds established by the vendors.
Gross margin on license revenue increased to 95% for the current quarter and
the first half of the fiscal year compared to 92% for both the same periods
last year due to a decrease in third party software sales, where the gross
margins on third party software is significantly lower than our owned
products. For the quarter and first half of fiscal 2006, gross profit
decreased while gross margin increased, which is attributable to a decrease
in license revenue. The gross profit increase for the second quarter and
year to date in support and service is due to consistent revenue growth.
Gross margin for support and service grew to 38% for the current quarter and
37% for the six-month period, due to the continuation of company-wide cost
control measures. Hardware gross margin decreased from 29% in the second
quarter last year to 28% in the second quarter of the current year, but
remained even at 27% for the six months in both years, primarily due to
sales mix and vendor rebates on hardware delivered.
OPERATING EXPENSES
Selling and Marketing Three Months Ended % Six Months Ended %
December 31, Change December 31, Change
---------------- ------ ---------------- ------
2005 2004 2005 2004
---- ---- ---- ----
Selling and marketing $ 12,300 $ 11,920 +3% $ 23,740 $ 22,652 +5%
Percentage of total revenue 8% 9% 8% 9%
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 six months ended December 31, 2005, selling and marketing
expenses increased due to additional headcount, primarily from new personnel
gained through recent acquisitions, plus the related employee costs.
Selling and marketing expense decreased slightly as a percentage of sales to
8% of revenue as compared to 9% of revenue for both periods of last fiscal
year.
Research and Development Three Months Ended % Six Months Ended %
December 31, Change December 31, Change
---------------- ------ ---------------- ------
2005 2004 2005 2004
---- ---- ---- ----
Research and development $ 8,003 $ 6,741 +19% $ 14,752 $ 12,883 +15%
Percentage of total revenue 5% 5% 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, plus depreciation and
equipment maintenance expense for upgrading technology equipment. Research
and development expenses increased for the second quarter and the first half
of 2006 by 19% and 15% respectively; however they remained at 5% of total
revenue for both years.
General and Administrative Three Months Ended % Six Months Ended %
December 31, Change December 31, Change
---------------- ------ ---------------- ------
2005 2004 2005 2004
---- ---- ---- ----
General and administrative $ 11,130 $ 8,127 +37% $ 18,935 $ 15,592 +21%
Percentage of total revenue 8% 6% 7% 6%
General and administrative costs include all expenses related to finance,
legal, human resources, employee benefits, plus all administrative costs.
General and administrative expenses increased for the second quarter and the
first half of fiscal year 2006, primarily due to growth in employee related
costs, additional accounting and professional fees, and increased expenses
related to our annual User Group Conference compared to the same periods
last year.
INTEREST INCOME (EXPENSE) - Net interest income for the three months ended
December 31, 2005 reflects a decrease of $52 when compared to the same
period last year. Interest income increased $66, while interest expense
increased $118. Net interest income for the current six month period
reflects a decrease of $240, with interest income increasing $50 and
interest expense increasing $290. For both periods, the modest increases in
interest income are due to higher cash and cash equivalent balances while
the additional interest expense is due to borrowings on the revolving bank
credit facility.
PROVISION FOR INCOME TAXES - The provision for income taxes was $12,707 and
$24,114 for the three and six-month periods ended December 31, 2005 compared
with $10,614 and $20,619 for the same periods last year. For the current
fiscal year, the rate of income taxes is currently estimated at 37.0% of
income before income taxes compared to 37.5% as reported for the same
periods in fiscal 2005, prior to adjustment. The decrease reflects changes
in estimated state tax rates and from our reevaluation of changes in state
tax laws in relation to our tax structure during fiscal 2005. In the fourth
quarter of fiscal 2005, an adjustment was made to the provision for income
taxes to adjust the effective tax rate to 37.0% for the entire year.
NET INCOME - Net income increased 22% for the three months ended December
31, 2005. Net income for the second quarter of fiscal 2006 was $21,636 or
$0.23 per diluted share compared to $17,692 or $0.19 per diluted share in
the same period last year. Net income also increased for the six-month
period ended December 31, 2005 to $41,058 or $0.44 per diluted share
compared to $34,366 or $0.37 per diluted share for the same six 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 Six Months Ended Percent
December 31, Increase December 31, Increase
-------------------------- -------------------------
2005 2004 2005 2004
------- ------- ------- -------
Revenue $117,835 $111,304 +6% $229,255 $211,120 +9%
Gross Profit $ 53,156 $ 47,570 +12% $100,214 $ 89,151 +12%
Gross Profit Margin 45% 43% 44% 42%
Revenue growth in bank systems and services is attributable to the increase
in support and service revenue related to maintenance for in-house and
outsourced customers, implementation services, plus the ongoing steady
increase in ATM and debit card processing activity. We expect this increase
to continue as we further improve our processes and continue to create
demand and value for our customers. License and hardware revenue decreased
for the current quarter and six-month period primarily due to the sales mix
and products delivered during the first half of the year compared to the
prior year. Bank segment gross profit increased from the last year and the
gross profit margin increased from 43% to 45%.
Credit Union Systems and Services
Three Months Ended Percent Six Months Ended Percent
December 31 Increase December 31, Increase
-------------------------- -------------------------
2005 2004 2005 2004
------- ------- ------- -------
Revenue $ 29,582 $ 24,656 +20% $ 55,145 $ 48,936 +13%
Gross Profit $ 12,327 $ 7,179 +72% $ 21,824 $ 16,160 +35%
Gross Profit Margin 42% 29% 40% 33%
Revenue in the credit union system and services segment grew substantially
in the support and service component directly relating to maintenance for
in-house and outsourced customers, along with ATM and debit card processing
activity. Support and service revenue continues to expand in our credit
union segment with quarter over quarter increases improving. This growth in
support and service was supplemented by an increase in license revenue and
offset by a slight decrease in hardware revenue. The decrease in hardware
revenue is due to sales mix and reduction in the amount of hardware shipped
during the quarter. Credit union gross profit increased from the prior year
and the gross profit margin increased from 29% to 42% due to continued
delivery of products and services that carry higher margins like ATM/Debit
card processing and outsourcing services as we continue to improve operating
procedures, leverage our resources and gain new customers.
FINANCIAL CONDITION
Liquidity
The Company's cash and cash equivalents increased to $38,249 at December 31,
2005, from $11,608 million at June 30, 2005 and from $22,515 at December 31,
2004. The increase in the cash balance from June 30, 2005 is primarily due
to collection of our June 2005 annual maintenance billings, offset by the
use of cash as outlined below in investing and financing activities.
Cash provided by operations totaled $107,228 in the current year compared to
$94,210 last year. Cash provided by operations consisted of $41,058 net
income, depreciation and amortization expense of $21,310, plus a combined
increase of $3,494 in deferred income taxes, the gain on disposal of
property and equipment and stock-based compensation expense. The balance
consists of the change in receivables of $107,342 less the change of $15,009
for prepaid and accrued expenses, and accounts payable, less $52,023 for the
change in deferred revenues, plus the change in income taxes of $1,056. For
fiscal year 2005, cash flow from operations consisted of $34,366 in net
income, depreciation and amortization expense of $18,817, plus a combined
increase of $3,991 in deferred income taxes and the loss on disposal of
property and equipment. The balance consisted of the change in receivables
of $88,210 less the change of $7,024 for prepaid and accrued expenses,
accounts payable, and income taxes, minus $44,150 change in deferred
revenues.
Net cash used in investing activities for the current year was $46,027 and
included payment for the Profitstar acquisition of $19,177, capital
expenditures of $18,971, and capitalized software development of $8,109. In
the first half of fiscal 2005, net cash used in investing activities of
$136,561 and consisted mainly of $109,910 in payment for acquisitions,
$23,570 in capital expenditures and $3,162 for capitalized software
development.
Net cash from financing activities of $34,560 included a net repayment of
the revolving bank credit facility of $20,000, payment of dividends of
$8,225 and the purchase of treasury stock of $12,576. Cash used was offset
by proceeds of $6,241 from the exercise of stock options and sale of common
stock. For the first half of fiscal 2005, cash used in financing activities
was $7,239 for dividends paid, offset by $10,000 proceeds from a note
payable and the proceeds from the exercise of stock options and sale of
common stock of $8,347 for a net cash increase of $11,108.
Capital Requirements and Resources
The Company generally uses existing resources and funds generated from
operations to meet its capital requirements. Capital expenditures totaling
$18,971 and $23,570 for the six-month periods ended December 31, 2005 and
2004, respectively, were made for facilities and additional equipment.
These additions were funded from cash generated by operations. Total
consolidated capital expenditures for the Company are not expected to exceed
$50,000 for fiscal year 2006.
The Company renewed a bank credit line on March 22, 2005 which provides for
funding of up to $8,000 and bears interest at the prime rate (6.00% at
December 31, 2005). The credit line expires March 22, 2006 and is secured
by $1,000 of investments. At December 31, 2005, 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 new unsecured revolving credit line terminates April 19, 2010.
At June 30, 2005, the revolving bank credit facility balance was $45,000.
At December 31, 2005, the revolving bank credit facility balance was
$25,000.
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, 2005, there were 553,300 shares in treasury stock and the Company
had the remaining authority to repurchase up to 4,437,316 shares. During
the six months ended December 31, 2005, the Company repurchased 687,200
treasury shares for $12,576. The total cost of treasury shares at December
31, 2005 is $22,528. At December 31, 2005, there were 1,240,500 shares in
treasury stock and the Company had the authority to repurchase up to
3,750,116 shares.
Subsequent to December 31, 2005, the Company's Board of Directors declared a
cash dividend of $.055 per share on its common stock payable on March 2,
2006, to stockholders of record on February 16, 2006. Current funds from
operations are adequate for this purpose. The Board has indicated that it
plans to continue paying dividends as long as the Company's financial
condition continues to be favorable.
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, 2005.
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, 2005. 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, increased gross margin growth, and strong
cash flow for the three and six months ended December 31, 2005. 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 December 31, 2005 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 December, 31, 2005:
Maximum Number
Total Total Number of of Shares that
Number Average Shares Purchased as May Yet Be
of Shares Price Part of Publicly Purchased Under
Period Purchased of Share Announced Plans the Plans (1)
-------------------- --------- -------- ------------------- ---------------
October 1-31, 2005 350,000 $ 18.16 350,000 3,750,116
November 1-30, 2005 - - - 3,750,116
December 1-31, 2005 - - - 3,750,116
--------- -------- ------------------- ---------------
350,000 $ 18.16 350,000 3,750,116
========= ======== =================== ===============
(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. These
authorizations have no specific dollar or share price targets and no
expiration dates.
ITEM 6. EXHIBITS
31.1 Certification of the Chief Executive Officer dated February 8, 2006.
31.2 Certification of the Chief Financial Officer dated February 8, 2006.
32.1 Written Statement of the Chief Executive Officer dated February 8,
2006.
32.2 Written Statement of the Chief Financial Officer dated February 8,
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report on Form 10-Q to be signed
on its behalf by the undersigned thereunto duly authorized.
JACK HENRY & ASSOCIATES, INC.
Date: February 8, 2006 /s/ John F. Prim
---------------------
John F. Prim
Chief Executive Officer
Date: February 8, 2006 /s/ Kevin D. Williams
---------------------
Kevin D. Williams
Chief Financial Officer and Treasurer