2 01 8
A N N U A L R E P O R T
A YE AR IN REVIEW
T H E E L E M E N T S
O F O U R Y E A R
In last year’s annual report, we introduced the Elements of JHA
– an initiative that defines our company’s focus and direction.
The Elements continue to resonate in our organization and offer
guidance about who we are and where we’re headed.
On the following pages, you’ll see the Elements featured where
the events of our year reflected these important areas of focus
for our business.
T A B L E O F
C O N T E N T S
2
3
13
14
15
15
27
28
53
56
Financial Highlights
Shareholders’ Letter
Market for Registrant’s Common Equity
Performance Graph
Selected Financial Data
Management’s Discussion and Analysis
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Quarterly Financial Information
Board of Directors and Executive Officers
1
JACKHENRY.COMF I N A N C I A L
H I G H L I G H T S
(In mil l ions exc ept per sha re data)
Revenue
Ne t Incom e
2016
2017
2018
$1,355
$1,431
$1,537
2016
2017
2018
$249
$246
$377
$1,250
$1,350
$1,450
$1,550
$0
$100
$200
$300
$400
Diluted Ea rn ing s per S ha re
Total A ssets
$3.12
$3.14
$4.85
2016
2017
2018
$1,816
$1,909
$2,050
$0
$2
$4
$6
$1,650
$1,750
$1,850
$1,950
$2,050
Stockho lde rs’ E qui t y
Dividends Declared per Share
$996
$1,032
$1,267
2016
2017
2018
$1.06
$1.18
$1.36
$0
$400
$800
$1,200
$0
$0.4
$0.8
$1.2
$1.6
2016
2017
2018
2016
2017
2018
2
2018 ANNUAL REPORTF E L L O W
S H A R E H O L D E R S
Fiscal year 2018 delivered a strong financial performance
with record revenue and earnings for Jack Henry &
Associates, Inc.® (JHA). Our Associates remain engaged
and dedicated to providing exceptional care, which
continues to enhance customer satisfaction ratings and
shareholder returns.
We were excited to have been recognized again in
May by Forbes magazine as one of America’s Best
Employers, and to discover that our ranking rose
significantly from our highly celebrated placement
last year.
Overall JHA ranked No. 12 in 2018 (up from No.
95 in 2017) and No. 2 in the IT, Internet, Software
and Services category (up from No. 7 in the same
category last year) – second only to Google™. We are
humbled to be acknowledged by such a far-reaching
publication as Forbes, and we are pleased that our
approximately 6,400 Associates think highly enough
of JHA that they continue to place us on this list and
numerous other top workplace lists across the country
each year.
Ranked
Number 12
Overall
Driven
Dv
We believe that a
strong contributing
factor to our high
employee satisfaction
levels is our unfailing
commitment to put our
Associates first. We are
dedicated to developing
our Associates so
they experience
ongoing personal and
professional growth and job fulfillment. In fiscal year
2018, we further expanded and socialized our talent
development program so aspiring leaders within our
company will have new opportunities to advance to
the next level in their careers.
We are driven by the
most engaged,
empowered, and
exceptional people in
our industry.
Number 2 in the IT, Internet,
Software, and Services Category
1
2
3
4
5
6
7
8
9
Google
Jack Henry & Associates
SAP
VMware
Microsoft
Facebook
Salesforce.com
Intuit
LinkedIn
10
Cisco Systems
JAC K H E N RY. C O M
3
We introduced a new foundation for leadership
development at JHA – our Leadership Framework
(pictured at right) – which is composed of eight
qualities that outline the characteristics and behaviors
that are expected of our Associates, regardless of their
role in our organization.
We also built upon our existing internship program,
dedicating even more attention to recruiting the next
generation of top talent. The importance of attracting
new and fresh minds into our employee base cannot
be emphasized enough, as we believe this will keep
us at the forefront of our industry.
Additionally, we were pleased to introduce a paid
parental leave policy, providing parents with paid
time off to bond with their newborn or adopted
children. After all, happy Associates translate to
amazing service for our customers.
Service
Sr
We define amazing
service for our
customers.
Speaking of service, our
customer satisfaction
ratings continue to convey
that we’re doing the right
things in the name of
customer service at JHA.
The random surveys we
distributed this fiscal year
once again revealed
that our service
representatives are
exceeding customer expectations.
During fiscal year 2018, we continued to seek out
opportunities to both expand our business and run
it more efficiently. We completed two acquisitions
which strengthened our product suites in the areas
of commercial lending and payments. In August of
2017, we acquired Vanguard Software Group, a
Florida-based technology company specializing in the
underwriting, spreading, and online decisioning of
commercial loans. In December, we acquired Ensenta
Corporation, a California-based provider of real-
time, cloud-based solutions for mobile and online
payments and deposits. We’ve successfully blended
these two companies into our operations, and we’re
energized by the new talent, expertise, and business
opportunities we’ve gained as a result.
4
Our executive management team also changed
shape this fiscal year when we promoted Mark Forbis
from Vice President and Chief Technology Officer to
Executive Vice President and Chief Technology Officer.
Mark joined JHA in 1988, and for decades has been
instrumental to our technology research, development,
and direction.
Additionally, we appointed three divisional presidents
and two general managers to new corporate vice
president positions: Greg Adelson is now Vice
President of Jack Henry & Associates and General
Manager of JHA Payment Solutions™; Russ Bernthal
was appointed Vice President of Jack Henry &
Associates and President of ProfitStars®; Ted Bilke
became Vice President of Jack Henry & Associates
and President of Symitar®; Ron Moses is now Vice
President of Jack Henry & Associates and General
Manager of Consumer and Commercial Solutions; and
Stacey Zengel is now Vice President of Jack Henry &
Associates and President of Jack Henry Banking®. As
our leadership team strengthens in experience and
tenure, we’re increasingly appreciative of the value
they bring to our company.
2018 ANNUAL REPORTCore
Cr
We win more
competitive core
deals than any other
provider.
We celebrated an
impressive 53 new core
wins this fiscal year
across our banking and
credit union businesses.
Of those 53 core wins,
six were de novo
institutions. We remain
encouraged by de novo
activity in the industry
and the opportunities
they provide for our business.
As we have reported in recent years, our customers
continue to show increased interest in the outsourced
delivery model, which is also referred to as hosted
delivery, in-the-cloud, or Software-as-a-Service (SaaS).
Of the 53 new core wins this fiscal year, only six of
them chose an in-house delivery environment, with the
remaining majority selecting the outsourced delivery
model. Additionally, 59 of our existing banking and
credit union customers decided to migrate from an
in-house delivery model to outsourcing during fiscal
year 2018. Today, 55% of our total core business
processes in a hosted environment. This shift has
been a significant contributor to our recurring revenue
composition which reached 79% in fiscal year 2018.
We’re excited about our
fiscal year 2018 technology
accomplishments and the
R&D initiatives underway.
Solutions
Sl
We build, buy, and
sell industry-leading
solutions.
Our digital and mobile suite
is growing, and our strategy
is strong. This year, we rolled
out more than 60 new
features within the Banno™
platform and more than
a dozen integrations. We delivered Banno Online™,
an online banking platform for both banks and credit
unions which augments Banno’s already solid native
mobile platform for Apple® and Android™ systems.
Our Banno team continues to uncover new ways to
make the digital channel a seamless and personal
experience, and we believe Banno will be instrumental
to our business and customers well into the future.
53
new core wins this fiscal year
across our banking and credit
union businesses.
I n -t o - O u t
O p p o r t u n i t y
OUTLINK
IN-HOUSE
BANKING
CREDIT UNION
40%
60%
50%
50%
5
JACKHENRY.COMPayments
Pt
We make payment
processing less
complex.
Our electronic payments
business continues to
represent a large part
of our total revenue,
primarily due to
transaction fees and the
trend toward electronic
payment alternatives.
Payments generated
approximately $517
million in annual revenue
in fiscal year 2018, or 34% of our total revenue.
As the payments landscape evolves, our customers
need a suite of solutions that includes bill pay, credit,
debit, ACH, and access to real-time payments.
We’re increasingly strengthening our position in the
payments space by expanding our offerings and
relationships.
2018
T E C H N O L O G Y
H I G H L I G H T S
Co-opetition
We embrace
“co-opetition”* for the
betterment of our
industry.
Co
In fiscal year 2018,
we introduced JHA
PayCenter™, a single
point of access
to Zelle® by Early
Warning and RTP®
by The Clearing
House. Our JHA
Card Processing
Solutions™ group has
shown tremendous
promise as we migrated 66 customers and sold
more than 50 new deals on our new card processing
platform. This platform, announced in fiscal year 2017
in partnership with First Data® and PSCU®, provides
debit, credit, and ATM transactions services through
a single platform for banks and credit unions. And as
mentioned previously, our acquisition of Ensenta has
better positioned us in the area of mobile deposits
with credit unions and has enabled JHA to be the
largest provider of these services in the country.
We introduced JHA PayCenter ™,
a single point of access to
Zelle and The Clearing House.
We migrated 66 customers and
sold more than 50 new deals on
our new JHA Card Processing
Solutions™ platform.
The Banno™ suite gained
momentum as we continue
to place a stronger focus
on our digital strategy.
We expanded our Commercial
Lending Center Suite™ with
tools to better meet the needs
of large commercial customers.
6
2018 ANNUAL REPORTFinancial institutions continue to be challenged to
find sufficient deposits to fund ongoing lending
opportunities. We introduced several solutions this
year including JHA Treasury Management™ and
JHA Commercial Cash Management™ to support
commercial accounts and an expanded rewards
program to attract new consumer accounts.
To assist our customers with expanding their
relationships with commercial customers and pursuing
loan and deposit growth opportunities, we enhanced
our Commercial Lending Center Suite™ with newly
integrated, digital tools including loan spreading
and decisioning, document archival, and remittance
processing features. Our Commercial Lending Center
Suite, combined with our JHA Treasury Management
and JHA Commercial Cash Management solutions,
have significantly expanded our presence and
potential in the lending space.
Additionally, we successfully rolled out JHA
Enterprise Risk Mitigation Solutions™, our anti-money
laundering and fraud identification and analysis
offering developed through our partnership with SAS®
announced in October 2017. We also delivered new
Current Expected Credit Loss (CECL) solutions, and
extended our call center services into our credit union
customer base.
34%
of our total revenue
was generated by
our electronic
payments business.
We introduced
JHA Treasury
Management™,
a financial
management
solution designed
specifically for
mid-sized to
large commercial
customers.
We deepened our jhaCall Center ™
services and made them available to
our Episys® credit union customers.
We delivered additional Current
Expected Credit Loss (CECL) solutions
to help our customers prepare for
related regulations.
We rolled out JHA Enterprise Risk Mitigation Solutions ™, made
available through our partnership with SAS®, which continues to
empower our customers to perform better risk assessments.
7
JACKHENRY.COM
Success
Se
We do the right thing
and whatever it takes
to ensure the success
of our customers.
Regarding our approach
to technology, it’s very
important to us that we do
whatever it takes to make
our customers successful.
Integration between our
solutions and those of third
parties is one way we can
help, so we’re focused on
maximizing integration
opportunities wherever
we can so we’re serving our customers and their end
users in a way that’s open, flexible, and secure. Open
APIs and our jXchange™ and SymXchange™ utilities
are just a few of the ways we demonstrate that
we’re committed to seamlessly integrating with
third-party solutions. We are also actively involved
in projects that further explore artificial intelligence
(AI), bots, and augmenting the human process. While
these technologies may not be on the radar for most
mid-sized banks and credit unions today, we believe
there is future opportunity there for our business
and customers.
With Jack Henry & Associates,
we can have several third-party
providers if we so choose, unlike
an alternative provider we looked
at who really seems to back
banks into a corner as far as
complementary solutions are
concerned. We can also pull
third-party data in a way that our
end-users never know we’re using
a third party. For our end-users to
not feel like they’re being bounced
around a variety of different
systems … that’s key.
Pam Ihli
Senior Vice President
& Chief Technology Officer
Citizens National Bank
Sevierville, TN
8
Singular
Sg
We strive to be
singular in the eyes
of the customer.
JHA has more than
6,400 employees,
three distinct
brands, and more
than 300 products
and services. We
are committed
to offering our more than 9,000
customers a singular and seamless
service experience, no matter which
department or division serves them.
Value
Vl
Our strong balance
sheet and cash
flow continue to
generate value for
our shareholders.
In fiscal year 2018,
we saw 7% revenue
growth, with nearly
84% being organic
growth. We returned
$154 million to our
shareholders as we increased our quarterly dividend by
more than 19% and repurchased nearly 448 thousand
shares of JHA stock in the market for the treasury.
We consistently
deliver remarkable
shareholder value.
Total revenue increased to a record $1.5 billion. Net
income was $377 million or $4.85 per diluted share,
as compared to net income of $246 million or $3.14
per diluted share reported for fiscal year 2017. We
generated strong cash flow from operating activities of
$412 million, as compared to $357 million in fiscal year
2017. Our return on assets was 19%, and return on
equity was 33%. We generated strong profitability with
a 26% operating margin.
2018 ANNUAL REPORTD i v i d e n d s P a i d
(in millions except per share amount)
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
$105.0
$91.7
$84.1
$71.3
$76.4
$48.2
$38.1
$0.44
$0.56
$0.84
$0.94
$1.06
$1.18
$1.36
2012
2013
2014
2015
2016
2017
2018
F i s c a l Y e a r - E n d S t o c k P r i c e
Price adjusted for stock splits
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
e
s
o
l
C
.
j
d
A
‘90
‘91
‘92
‘93 ‘94
‘95
‘96 ‘97
‘98
‘99
‘00
‘01
‘02
‘03
‘04
‘05
‘06
‘07
‘08
‘09
‘10
‘11
‘12
‘13
‘14
‘15
‘16
‘17
‘18
Fiscal Year End
JAC K H E N RY. C O M
9
Fun
Fn
We know how to
have fun.
As we reflect on the
elements of our year,
we are proud of our
accomplishments, our
exceptional workplace
culture, and our time-
honored traditions. In
1976, our co-founders,
Jack Henry and Jerry Hall,
established a philosophy
for our business that still
guides us today – “do the right thing, do whatever
it takes, and have fun.” Ultimately this means that
we work hard to get the job done with the highest
quality and integrity standards, but we know that we’ll
be most successful if we love what we do and have a
good time doing it. This philosophy hasn’t failed us in
42 years, and we certainly hold it in high regard as we
celebrate yet another record year at JHA.
We are humbled and honored to work at this
company among some of the greatest people in our
industry. On behalf of the Board of Directors and
our entire leadership team, we would like to express
our gratitude to our exceptional Associates, loyal
customers, and to you – our shareholders – for your
commitment to JHA.
In fiscal year 2018, Kevin Williams (left)
celebrated his 20th year at JHA. Here, David
Foss has a little fun presenting Kevin with his
20-year service award at the National Sales and
Marketing Meeting in Orlando in July, 2018.
David Foss
Pres ident and Chief Executive Office r
Kevin Williams
Chief Finan cial Officer and Tr ea su rer
10
2018 ANNUAL REPORT
2 01 8
F I N A N C I A L S
11
JACKHENRY.COMT H I S P A G E L E F T B L A N K
12
2018 ANNUAL REPORTMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
The Company’s common stock is quoted on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “JKHY”. The following
table sets forth, for the periods indicated, the high and low sales price per share of the common stock as reported by NASDAQ.
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Fiscal 2018
Fiscal 2017
High
Low
High
Low
$
133.47
$
116.79
$
106.46
$
91.50
127.31
119.82
109.67
112.78
102.44
98.16
95.64
91.06
89.89
88.11
79.00
85.00
The Company established a practice of paying quarterly dividends at the end of fiscal 1990 and has paid dividends with respect to every
quarter since that time. Quarterly dividends per share paid on the common stock for the two most recent fiscal years ended 2018 and
2017 are as follows:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Fiscal 2018
Fiscal 2017
$
0.370
$
0.310
0.370
0.310
0.310
0.310
0.280
0.280
The declaration and payment of any future dividends will continue to be at the discretion of our Board of Directors and will depend upon,
among other factors, our earnings, capital requirements, contractual restrictions, and operating and financial condition. The Company
does not currently foresee any changes in its dividend practices.
On August 16, 2018, there were approximately 125,900 holders of the Company’s common stock, including individual participants in
security position listings. On that same date the last sale price of the common shares as reported on NASDAQ was $142.50 per share.
Issuer Purchases of Equity Securities
The following shares of the Company were repurchased during the quarter ended June 30, 2018:
Total Number
of Shares
Purchased (1)
Average
Price of
Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans (1)
Maximum Number of Shares
that May Yet Be Purchased
Under the Plans (2)
April 1 - April 30, 2018
May 1 - May 31, 2018
June 1 - June 30, 2018
Total
—
—
146,293
146,293
$
$
—
—
$ 129.92
$ 129.92
—
—
145,983
145,983
4,028,696
4,028,696
3,882,713
3,882,713
(1) 145,983 shares were purchased through a publicly announced repurchase plan. There were 310 shares surrendered to the Company to satisfy tax withholding obligations in
connection with employee restricted stock awards.
(2) Total stock repurchase authorizations approved by the Company’s Board of Directors as of February 17, 2015 were for 30.0 million shares. These authorizations have no
specific dollar or share price targets and no expiration dates.
13
JACKHENRY.COMPERFORMANCE GRAPH
The following chart presents a comparison for the five-year period ended June 30, 2018, of the market performance of the Company’s
common stock with the S&P 500 Index and an index of peer companies selected by the Company. Historic stock price performance is not
necessarily indicative of future stock price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Jack Henry & Associates, Inc., the S&P 500 Index, and a Peer Group
The following information depicts a line graph with the following values:
JKHY
Peer Group
S&P 500
2013
100.00
100.00
100.00
2014
128.02
137.07
124.61
2015
141.48
171.80
133.86
2016
193.46
198.44
139.20
2017
233.19
231.11
164.11
2018
296.19
297.44
187.70
This comparison assumes $100 was invested on June 30, 2013, and assumes reinvestments of dividends. Total returns are calculated
according to market capitalization of peer group members at the beginning of each period. Peer companies selected are in the business
of providing specialized computer software, hardware and related services to financial institutions and other businesses.
Companies in the peer group are ACI Worldwide, Inc.; Bottomline Technology, Inc.; Broadridge Financial Solutions; Cardtronics, Inc.;
Convergys Corp.; Corelogic, Inc.; Euronet Worldwide, Inc.; Fair Isaac Corp.; Fidelity National Information Services, Inc.; Fiserv, Inc.; Global
Payments, Inc.; Moneygram International, Inc.; SS&C Technologies Holdings, Inc.; Total Systems Services, Inc.; Tyler Technologies, Inc.;
Verifone Systems, Inc.; and WEX, Inc. DST Systems, Inc., which had previously been part of the peer group, was acquired in 2018 and
is no longer a public company. As a result, DST Systems, Inc. has been removed from the peer group and stock performance graph.
The stock performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
14
2018 ANNUAL REPORTSELECTED FINANCIAL DATA
The following data should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere
in the Annual Report on From 10-K. Fiscal 2018 net income contains adjustments related to the Tax Cuts and Jobs Act of 2017, and
acquisitions have affected revenue and net income in fiscal 2018 as well as the historical periods presented.
Income Statement Data
Revenue(1)
Net Income
Basic earnings per share
Diluted earnings per share
Dividends declared per share
Balance Sheet Data
Total deferred revenue
Total assets
Long-term debt
Stockholders’ equity
Selected Financial Data
(In Thousands, Except Per Share Data)
YEAR ENDED JUNE 30,
2018
2017
2016
2015
2014
1,536,603 $
376,660 $
1,431,117 $
1,354,646 $
1,256,190 $
1,173,173
245,793 $
248,867 $
211,221 $
186,715
4.88 $
3.16 $
3.13 $
2.60 $
4.85 $
1.36 $
3.14 $
3.12 $
2.59 $
1.18 $
1.06 $
0.94 $
2.20
2.19
0.84
448,632 $
2,050,303 $
— $
1,266,828 $
511,384 $
521,054 $
531,987 $
492,868
1,908,945 $
1,815,512 $
1,836,835 $
1,680,703
50,000 $
— $
50,102 $
3,729
1,032,051 $
996,210 $
991,534 $
967,387
$
$
$
$
$
$
$
$
$
(1) Revenue includes license sales, support and service revenues, and hardware sales, less returns and allowances.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following section provides management’s view of the Company’s financial condition and results of operations and should be read in
conjunction with the Selected Financial Data, the audited Consolidated Financial Statements, and related notes included elsewhere in
this report. All dollar and share amounts, except per share amounts, are in thousands and discussions compare fiscal 2018 to fiscal 2017
and compare fiscal 2017 to fiscal 2016.
OVERVIEW
Jack Henry & Associates, Inc. (JHA) is headquartered in Monett, Missouri, employs approximately 6,400 associates nationwide, and is
a leading provider of technology solutions and payment processing services primarily for financial services organizations. Its solutions
serve over 9,000 customers and are marketed and supported through three primary brands. Jack Henry Banking® supports banks,
ranging from community banks to multi-billion-dollar institutions with assets up to $50 billion, with information and transaction processing
solutions. Symitar® is a leading provider of information and transaction processing solutions for credit unions of all sizes. ProfitStars®
provides highly specialized products and services that enable financial institutions of every asset size and charter, and diverse corporate
entities outside the financial services industry, to mitigate and control risks, optimize revenue and growth opportunities, and contain costs.
JHA’s integrated solutions are available for in-house or outsourced delivery.
Each of our brands share the fundamental commitment to provide high-quality business solutions, service levels that consistently exceed
customer expectations, integration of solutions and practical new technologies. The quality of our solutions, our high service standards,
and the fundamental way we do business typically foster long-term customer relationships, attract prospective customers, and have
enabled us to capture substantial market share.
Through internal product development, disciplined acquisitions, and alliances with companies offering niche solutions that complement
our proprietary solutions, we regularly introduce new products and services and generate new cross-sales opportunities across our three
primary business brands. We provide compatible computer hardware for our in-house installations and secure processing environments
for our outsourced solutions. We perform data conversions, software implementations, initial and ongoing customer training, and ongoing
customer support services.
We believe our primary competitive advantage is customer service. Our support infrastructure and strict standards provide service levels
we believe to be the highest in the markets we serve and generate high levels of customer satisfaction and retention. We consistently
measure customer satisfaction using comprehensive annual surveys and randomly generated daily surveys we receive in our everyday
business. Dedicated surveys are also used to grade specific aspects of our customer experience, including product implementation,
education, and consulting services.
15
JACKHENRY.COMDuring the last five fiscal years, our revenues have grown from $1,173,173 in fiscal 2014 to $1,536,603 in fiscal 2018. Net income has
grown from $186,715 in fiscal 2014 to $376,660 in fiscal 2018. The revenue growth has resulted primarily from internal expansion. Net
income in fiscal 2018 included a net tax benefit of $118,367 recorded as result of the TCJA.
Our two primary revenue streams are “Services and support” and “Processing”. Services and support includes: “Outsourcing and cloud”
fees that predominantly have contract terms of five years or longer at inception; “Product delivery and services” revenue, which includes
revenue from the sales of licenses, implementation services, consulting, and hardware; and “In-house support” revenue, which is composed
of maintenance fees which primarily contain annual contract terms. Processing revenue includes: “Remittance” revenue from payment
processing, remote capture, and automated clearing house (ACH) transactions; “Card” fees, including card transaction processing
and monthly fees; and “Transaction and digital” revenue, which includes transaction and mobile processing fees. We continually seek
opportunities to increase revenue while at the same time containing costs to expand margins.
We have four reportable segments: Core, Payments, Complementary, and Corporate and Other. The respective segments include all
related revenues along with the related cost of sales.
We continue to focus on our objective of providing the best integrated solutions, products and customer service to our clients. We
are cautiously optimistic regarding ongoing economic improvement and expect our clients to continue investing in our products and
services to improve their operating efficiencies and performance. We anticipate that consolidation within the financial services industry
will continue. Regulatory conditions and legislation will continue to impact financial institutions’ discretionary spending.
A detailed discussion of the major components of the results of operations follows.
RESULTS OF OPERATIONS
FISCAL 2018 COMPARED TO FISCAL 2017
In fiscal 2018, revenues increased 7% or $105,486 compared to fiscal 2017. Deconversion fees increased $6,021 compared to the prior
fiscal year, and we had revenue from fiscal 2018 acquisitions totaling $17,145. Excluding these factors, and excluding $9,341 of revenue
from the fiscal 2017 year-to-date period related to divestitures, total revenue still increased 7%, with strong growth in each of our revenue
streams as discussed in detail below.
Operating expenses increased 8% year over year. Excluding costs related to deconversion fees from each year, expenses related to fiscal
2018 acquisitions, fiscal 2017 costs related to divestitures, and gains on the disposals of businesses from each year, operating expenses
increased 7%.
The TCJA had a large impact on our provision for income taxes and net income, which are discussed below.
We move into fiscal 2019 following a strong performance in fiscal 2018. Significant portions of our business continue to provide recurring
revenue and our healthy sales pipeline is also encouraging. Our customers continue to face regulatory and operational challenges which
our products and services address, and in these times, they have an even greater need for our solutions that directly address institutional
profitability, efficiency, and security. Our strong balance sheet, access to extensive lines of credit, the strength of our existing product line
and an unwavering commitment to superior customer service position us well to address current and future opportunities.
A detailed discussion of the major components of the results of operations for the fiscal year ended June 30, 2018 follows.
REVENUE
Services and Support Revenue
Services and Support
Percentage of total revenue
Year Ended June 30,
% Change
2018
2017
$ 978,421 $ 917,548
7%
64%
64%
Services and support includes: “Outsourcing and cloud” fees that predominantly have contract terms of five years or greater at inception;
“Product delivery & services” revenue, which includes revenue from the sales of licenses, implementation services, consulting, and
hardware; and “In-house support” revenue, which is composed of maintenance fees which primarily contain annual contract terms.
In the fiscal year ended June 30, 2018, services and support revenue grew 7% over the prior fiscal year. Excluding deconversion fees,
which totaled $45,537 in fiscal 2018 and $39,516 in fiscal 2017; revenue from fiscal 2018 acquisitions totaling $8,851; and fiscal 2017
revenue related to divestitures of $9,188, services and support revenue grew 6%. The increase was primarily driven by an increase in
outsourcing and cloud revenue, along with an increase in product delivery and services revenue resulting from completion of revised
contractual obligations on several of our bundled arrangements.
16
2018 ANNUAL REPORTProcessing Revenue
Processing
Percentage of total revenue
Year Ended June 30,
% Change
2018
2017
$
558,182
$
513,569
9%
36%
36%
Processing revenue includes: “Remittance” revenue from payment processing, remote capture, and automated clearing house (ACH)
transactions; “Card” fees, including card transaction processing and monthly fees; and “Transaction and digital” revenue, which includes
transaction and mobile processing fees. We continually seek opportunities to increase revenue while at the same time containing costs
to expand margins.
Processing revenue increased 9% for the fiscal year ended June 30, 2018 as compared to the fiscal year ended June 30, 2017. Excluding
$8,294 of revenue from fiscal 2018 acquisitions, and excluding fiscal 2017 revenue related to divestitures totaling $153, processing
revenue increased 7% for the year with significant increases in each of its three components.
OPERATING EXPENSES
Cost of Revenue
Cost of Revenue
Percentage of total revenue
Year Ended June 30,
% Change
2018
873,642 $
2017
819,034
$
57%
57%
7%
Cost of Revenue increased compared to fiscal 2017, but remained consistent as a percentage of total revenue. The increase was
primarily due to a 6% expansion in headcount at June 30, 2018 compared to June 30, 2017 driving increased salaries and benefits. Other
factors to the increase include higher amortization related to capitalized software, higher direct costs of product and increased spending
related to our strategic partnership with First Data and PSCU to expand our credit and debit card platform. We also had other one-time
expenses included in cost of revenue which totaled $3,782 included in fiscal 2018 cost of sales. Fiscal 2017 cost of sales included an
impairment loss of $3,275. The Company continues to focus on cost management.
Research and Development
Research and development
Percentage of total revenue
Year Ended June 30,
% Change
2018
2017
$
90,340
$
84,753
7%
6%
6%
We devote significant effort and expense to develop new software, service products and continually upgrade and enhance our existing
offerings. 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 increased salary and benefit expenses, in part due to a 4% increase in
headcount, but were consistent with the prior year as a percentage of total revenue.
Selling, General, and Administrative
Selling, General, and Administrative
Percentage of total revenue
Year Ended June 30,
% Change
2018
182,146 $
2017
162,898
$
12%
11%
12%
Selling, general and administrative costs included all expenses related to sales efforts, commissions, finance, legal, and human resources,
plus all administrative costs. These expenses increased primarily due to increased commissions, salaries, and professional service
expenses due to contracting with outside experts in preparation for our adoption of the new Accounting Standards Codification (“ASC”)
Topic 606 revenue standard.
Gains on Disposal of Businesses
In fiscal 2018, we recognized gains on the disposal of businesses totaling $1,894, due to the sales of our ATM Manager and jhaDirect
product lines. In fiscal 2017, we recognized gains on the disposals of businesses totaling $3,270, with $2,136 related to the fiscal 2016
sale of Alogent, and $1,134 related to the sale of our Regulatory Filing products.
17
JACKHENRY.COMINTEREST INCOME AND EXPENSE
Interest Income
Interest Expense
Year Ended June 30,
% Change
2018
2017
$
$
575 $
(1,920) $
248
(996)
132%
93%
Interest income fluctuated due to changes in invested balances and yields on invested balances. Interest expense increased in fiscal
2018 due mainly to increased borrowing, which was primarily used for the acquisition of Ensenta Corporation, and has now been re-paid.
PROVISION FOR INCOME TAXES
Provision for Income Taxes
Effective Rate
Year Ended June 30,
% Change
2018
2017
$
14,364 $ 121,161
(88)%
3.7%
33.0%
The significant decrease in the effective tax rate was primarily a result of the TCJA enacted December 22, 2017, which included a
reduction to the U.S. federal statutory income tax rate to 21% effective January 1, 2018. A blended 28% U.S federal statutory income tax
rate was applied to fiscal 2018. We recorded a net tax benefit of $94,549 related to the re-measurement of our net deferred tax liabilities
and $23,818 related to the impacts on current year operations.
NET INCOME
Net income increased 53% to $376,660, or $4.85 per diluted share, in fiscal 2018 from $245,793, or $3.14 per diluted share, in fiscal 2017.
The significant increase is primarily attributable to the TCJA. Excluding the $118,367 of tax benefit recorded as a result of the TCJA, net
income increased 5% and diluted earnings per share increased 6% for fiscal 2018 compared to fiscal 2017.
FISCAL 2017 COMPARED TO FISCAL 2016
In fiscal 2017, revenues increased 6% or $76,471 compared to fiscal 2016 due primarily to strong growth in services and support revenue,
as discussed below.
Operating expenses increased 7%, partially due to the gain on the sale of our Alogent business (“Alogent”) in fiscal 2016, which is
discussed below in the operating expenses section.
Provision for income taxes increased 9% in fiscal 2017 compared to fiscal 2016 due a lower effective tax rate in the earlier year, which is
described in the following discussion.
The above changes resulted in a 1% decrease in net income for fiscal 2017 compared to the prior fiscal year.
REVENUE
Services and Support
Services and Support
Percentage of total revenue
Year Ended June 30,
% Change
2017
2016
$ 917,548 $
870,831
5%
64%
64%
Services and support includes: “Outsourcing and cloud” fees that predominantly have contract terms of five years or greater at inception;
“Product delivery & services” revenue, which includes revenue from the sales of licenses, implementation services, consulting, and
hardware; and “In-house support” revenue, which is composed of maintenance fees which primarily contain annual contract terms.
Fiscal 2017 services and support revenue grew 5% in fiscal 2017 despite Alogent revenue totaling $28,421 being included in fiscal 2016.
Excluding that headwind, support and services grew 9%, due mainly to an increase in outsourcing and cloud revenue, along with an
increase in product delivery and services revenue resulting from completion of revised contractual obligations on several of our bundled
arrangements.
18
2018 ANNUAL REPORTProcessing
Processing
Percentage of total revenue
Year Ended June 30,
% Change
2017
2016
$
513,569
$ 483,815
6%
36%
36%
Processing revenue includes: “Remittance” revenue from payment processing, remote capture, and automated clearing house (ACH)
transactions; “Card” fees, including card transaction processing and monthly fees; and “Transaction and digital” revenue, which includes
transaction and mobile processing fees.
Processing revenue increased 6% in fiscal 2017, with strong growth in each of its three components.
OPERATING EXPENSES
Cost of Revenue
Cost of Revenue
Percentage of total revenue
Year Ended June 30,
% Change
2017
2016
$
819,034
$
773,651
6%
57%
57%
Cost of revenue for fiscal 2017 increased 6% compared to fiscal 2016, in line with the revenue increase, and remained a consistent
percentage of total revenue in each year.
Research and Development
Research and Development
Percentage of total revenue
Year Ended June 30,
% Change
2017
2016
$
84,753
$
81,234
4%
6%
6%
Research and development expenses increased primarily due to a 4% increase in headcount, but were consistent with the prior year as
a percentage of total revenue.
Selling, General, and Administrative
Selling, General, and Administrative
Percentage of total revenue
Year Ended June 30,
% Change
2017
2016
$
162,898
$
157,593
3%
11%
12%
Selling, general, and administrative expenses increased in fiscal 2017 primarily due to increased commissions and headcount, but
decreased as a percentage of total revenue.
Gain on Disposal of Businesses
In fiscal 2017, we recognized gains on disposal of businesses totaling $3,270. $2,136 was related to the sale of Alogent, and $1,134
related to the sale of our Regulatory Filing products to Fed Reporter on May 1, 2017.
In fiscal 2016, we sold our Alogent business to Antelope Acquisition Co., an affiliate of Battery Ventures, resulting in a gain of $19,491.
INTEREST INCOME AND EXPENSE
Interest Income
Interest Expense
Year Ended June 30,
% Change
2017
2016
$
$
248
(996)
$
$
307
(1,430)
(19)%
(30)%
Interest income fluctuated due to changes in invested balances and yields on invested balances. Interest expense remained low for both
the current and prior years, in line with our average debt balances in both years.
19
JACKHENRY.COMPROVISION FOR INCOME TAXES
Provision for Income Taxes
Effective Rate
Year Ended June 30,
% Change
2017
2016
$ 121,161 $ 111,669
9%
33.0%
31.0%
The increase in the effective tax rate was primarily due fiscal 2016’s tax rate being reduced by the tax basis in excess of book basis in
Alogent stock at disposal.
NET INCOME
Net income decreased 1% to $245,793, or $3.14 per diluted share, in fiscal 2017 from $248,867, or $3.12 per diluted share, in fiscal
2016. This decrease was due to factors discussed above, including the prior year Alogent gain and lower effective tax rate in fiscal 2016.
REPORTABLE SEGMENT DISCUSSION
The Company is a leading provider of technology solutions and payment processing services primarily for financial services organizations.
Beginning in the first quarter of fiscal 2018, JHA changed its reportable segment structure from two customer-centric segments, Bank and
Credit Union, to four product-centric segments. The change was made based on the view of our Chief Executive Officer, who is also our
Chief Operating Decision Maker, that the Company could be more effectively managed using a product-centric approach and was driven
by the first budgetary process under his administration.
The Company’s operations are classified into four reportable segments: Core, Payments, Complementary, and Corporate and Other.
The Core segment provides core information processing platforms to banks and credit unions, which consist of integrated applications
required to process deposit, loan, and general ledger transactions, and maintain centralized customer/member information. The Payments
segment provides secure payment processing tools and services, including ATM, debit, and credit card processing services, online and
mobile bill pay solutions, and risk management products and services. The Complementary segment provides additional software and
services that can be integrated with our core solutions or used independently. The Corporate & Other segment includes hardware revenue
and costs, as well as operating costs not directly attributable to the other three segments.
The prior periods presented have been retroactively recast to conform to the new segment structure adopted July 1, 2017.
Core
Revenue
Cost of Revenue
2018
% Change
2017
% Change
2016
$
$
555,287
248,215
10% $
10% $
502,998
226,475
12% $
8% $
449,663
209,688
In fiscal 2018, revenue in the Core segment increased 10% compared to fiscal 2017, driven primarily by increases in both product delivery
and services revenue and outsourcing and cloud revenue. The increase in product delivery and services revenue was mainly due to
increased revenue being recognized as a result of the completion of revised contractual obligations on several long-term contracts that
permitted the Company to recognize previously deferred revenue related to our bundled arrangements. Cost of revenue for the Core
segment increased 10% for the year-to-date period.
In fiscal 2017, revenue in the Core segment increased 12%, due to increased support and service revenue driven by increases in our
product delivery and services stream and our outsourcing and cloud stream. The increased product delivery and services revenue was
partly due to increased revenue being recognized as a result of the completion of revised contractual obligations on several long-term
contracts that permitted the Company to recognize previously deferred revenue related to our bundled arrangements. Cost of revenue
increased 8% for fiscal 2017 compared to fiscal 2016.
Payments
Revenue
Cost of Revenue
2018
% Change
2017
% Change
2016
$
$
517,342
244,718
7% $
9% $
481,625
224,214
5% $
4% $
459,779
215,650
In fiscal 2018, revenue in the Payments segment increased 7% compared to fiscal 2017. Cost of revenue increased 9% for the fiscal
year-to-date period, partially due to increased headcount and amortization expenses related to Ensenta, as well as increased spending
20
2018 ANNUAL REPORT
related to our strategic partnership with First Data and PSCU to expand our credit and debit card platform. Excluding deconversion fees
from each period and Ensenta revenue from fiscal 2018, along with related costs, revenue increased 5% and costs of revenue also
increased 5%.
In fiscal 2017, revenue in the Payments segment increased due primarily to increased card and remittance processing revenue compared
to fiscal 2016. Cost of revenue increased 4%.
Complementary
Revenue
Cost of Revenue
2018
% Change
2017
% Change
2016
$
$
412,021
169,793
7% $
6% $
385,745
160,016
10% $
7% $
349,616
148,906
Revenue in the Complementary segment increased 7% for the fiscal year ended June 30, 2018 compared to the prior year. The increase
was driven by increased outsourcing and cloud services, as well as increased transaction and digital processing. Excluding deconversion
fees from each period and Vanguard Software Group revenue from fiscal 2018, revenue increased 6%. Cost of revenue increased 6%,
but was a consistent percentage of total revenue in fiscal 2018 and fiscal 2017.
In fiscal 2017, revenue in the Complementary segment increased 10%. The increase was primarily in our support and service revenue,
and was driven by increases in our product delivery and services stream and our outsourcing and cloud stream. The increased product
delivery and services revenue was due in part to increased revenue being recognized as a result of the completion of revised contractual
obligations on several long-term contracts that permitted the Company to recognize previously deferred revenue related to our bundled
arrangements. Cost of revenue increased 7% for fiscal 2017 compared to fiscal 2016.
Corporate and Other
Revenue
Cost of Revenue
2018
% Change
2017
% Change
2016
$
$
51,953
210,916
(14)% $
60,749
(36)% $
95,588
1% $
208,329
4% $
199,407
Revenue in the Corporate and Other segment for the fiscal year ended June 30, 2018 decreased mainly due to a loss of revenue from
our jhaDirect product line, which was disposed near the beginning of fiscal 2018. For fiscal 2017, revenue from jhaDirect totaled $6,536.
Revenue classified in the Corporate and Other segment includes revenue from hardware and other products not specifically attributed to
any of the other three segments.
The decreased revenue in fiscal 2017 compared to fiscal 2016 in the Corporate and Other segment is largely due to Alogent revenue of
$28,422 included in fiscal 2016.
Cost of revenue for the Corporate and Other segment includes operating costs not directly attributable to any of the other three segments.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s cash and cash equivalents decreased to $31,440 at June 30, 2018 from $114,765 at June 30, 2017. The decrease is
primarily due to our acquisitions of Vanguard Software Group and Ensenta, the latter of which was partially funded by borrowing on our
revolving credit facility, which has now been re-paid.
The following table summarizes net cash from operating activities in the statement of cash flows:
Net income
Non-cash expenses
Change in receivables
Change in deferred revenue
Change in other assets and liabilities
Net cash provided by operating activities
Year Ended
June 30,
2018
2017
$
376,660
$
245,793
111,146
(9,219)
(63,262)
(3,183)
186,626
(22,499)
(8,800)
(43,798)
$
412,142
$
357,322
Cash provided by operating activities increased 15% compared to fiscal 2017. Cash from operations is primarily used to repay debt, pay
dividends, repurchase stock, and for capital expenditures.
21
JACKHENRY.COMCash used in investing activities for fiscal 2018 totaled $291,826 and included: $137,562, net of cash acquired, for the purchases of Ensenta
Corporation and Vanguard Software Group; $96,647 for the ongoing enhancements and development of existing and new product and
service offerings; capital expenditures on facilities and equipment of $40,135, mainly for the purchase of computer equipment; $13,138
for the purchase and development of internal use software; and $5,000 for the purchase of preferred stock of Automated Bookkeeping,
Inc. This was partially offset by $350 of proceeds from the sale of businesses, and $306 of proceeds from asset sales.
Cash used in investing activities for fiscal 2017 totaled $141,586 and included: $89,631 for the development of software; capital
expenditures on facilities and equipment of $41,947, mainly for the purchase of computer equipment; and $16,608 for the purchase and
development of internal use software. These expenditures were partially offset by $5,632 of proceeds from the sale of businesses and
$968 of proceeds from the sale of assets.
Financing activities used cash of $203,641 for fiscal 2018. Cash used was $175,000 for repayment on our revolving credit facility,
dividends paid to stockholders of $105,021, and $48,986 for the purchase of treasury shares. These uses were partially offset by
borrowings of $125,000 on our revolving credit facility and $366 of net cash inflow from the issuance of stock and tax related to stock-
based compensation.
Financing activities used cash in fiscal 2017 of $171,281. Cash used was $130,140 for the purchase of treasury shares, dividends paid
to stockholders of $91,707, and repayments of the revolving credit facility and capital leases totaling $30,200. This was partially offset by
borrowings of $80,000 and $766 of net cash inflow from the issuance of stock and tax related to stock-based compensation.
At June 30, 2018, the Company had negative working capital of $19,360, however, the largest component of current liabilities was
deferred revenue of $355,538, which primarily relates to our annual in-house maintenance agreements and deferred bundled product and
service arrangements. The cash outlay necessary to provide the services related to these deferred revenues is significantly less than this
recorded balance. In addition, we have not experienced any significant issues with our current collection efforts and we have access to
remaining lines of credit in excess of $300,000. We continue to generate substantial cash inflows from operations. Therefore, we do not
anticipate any liquidity problems arising from this condition.
Capital Requirements and Resources
The Company generally uses existing resources and funds generated from operations to meet its capital requirements. Capital expenditures
totaling $40,135 and $41,947 for the twelve months ending June 30, 2018 and June 30, 2017, respectively, were made primarily for
additional equipment and the improvement of existing facilities. These additions were funded from cash generated by operations. At
June 30, 2018, the Company had $2,076 of material outstanding purchase commitments related to property and equipment.
The Board of Directors has authorized the Company to repurchase shares of its common stock. Under this authorization, the Company
may finance its share repurchases with available cash reserves or short-term borrowings on its existing credit facilities. The share
repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2018, there
were 26,108 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,883 additional shares. The total
cost of treasury shares at June 30, 2018 is $1,055,260. During fiscal 2018, the Company repurchased 448 treasury shares for $48,986. At
June 30, 2017, there were 25,660 shares in treasury stock and the Company had authority to repurchase up to 4,330 additional shares.
Revolving credit facility
The revolving credit facility allows for borrowings of up to $300,000, which may be increased by the Company at any time until maturity to
$600,000. The credit facility bears interest at a variable rate equal to (a) a rate based on LIBOR or (b) an alternate base rate (the highest
of (i) the Prime Rate for such day, (ii) the sum of the Federal Funds Effective Rate for such day plus 0.50% and (iii) the Eurocurrency
Rate for a one-month Interest Period on such day for dollars plus 1.0%), plus an applicable percentage in each case determined by the
Company’s leverage ratio. The credit facility is guaranteed by certain subsidiaries of the Company. The credit facility is subject to various
financial covenants that require the Company to maintain certain financial ratios as defined in the agreement. As of June 30, 2018, the
Company was in compliance with all such covenants. The revolving loan terminates February 20, 2020 and at June 30, 2018 there was
no outstanding balance.
Other lines of credit
The Company renewed an unsecured bank credit line on April 24, 2017 which provides for funding of up to $5,000 and bears interest at
the prime rate less 1%. The credit line was renewed through April 30, 2019. At June 30, 2018, no amount was outstanding.
OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
At June 30, 2018, the Company’s total off balance sheet contractual obligations were $656,507. This balance consists of $63,370 of long-
term operating leases for various facilities and equipment which expire from 2019 to 2030 and $593,137 of purchase commitments. JHA
entered a strategic services agreement with First Data® and PSCU® to provide full-service debit and credit card processing on a single
platform to all existing core bank and credit union customers, as well as expand its card processing platform to financial institutions outside
our core customer base. This agreement includes a purchase commitment of $559,354 over the term of the contract. The remainder of
22
2018 ANNUAL REPORTthe purchase commitments relate mainly to open purchase orders. The contractual obligations table below excludes $11,507 of liabilities
for uncertain tax positions as we are unable to reasonably estimate the ultimate amount or timing of settlement.
Contractual obligations by
period as of June 30, 2018
Operating lease obligations
Purchase obligations
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
$
$
12,764 $
37,383
50,147 $
20,659 $
65,080
13,593 $
97,960
16,354 $
392,714
85,739 $
111,553 $
409,068 $
TOTAL
63,370
593,137
656,507
RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts
with Customers in May 2014. This standard is part of an effort to create a common revenue standard for U.S. generally accepted
accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”). The new standard will supersede much
of the existing authoritative literature for revenue recognition. The new model enacts a five-step process for achieving the core principle,
which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB also
issued ASU No. 2015-14 which deferred the effective date of the new standard by one year, but allows early application as of the original
effective date. We did not adopt the provisions of the new standard early, so the standard and related amendments will be effective for
the Company for its annual reporting period beginning July 1, 2018, including interim periods within that reporting period. In March 2016,
the FASB issued ASU No. 2016-08, which addresses principal versus agent considerations under the new revenue standard. Additional
updates, including ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20, also address specific aspects of the new standard and are
being considered. Entities are allowed to transition to the new standard by either recasting prior periods (full retrospective) or recognizing
the cumulative effect as of the beginning of the period of adoption (modified retrospective). We plan to adopt the new standard using the
full retrospective method.
The Company has taken the following steps in evaluating and planning for the implementation of the new standard:
• Organization of a cross-functional implementation team whose goals are to: assess the impact of the guidance on each of
our revenue streams by applying the five step model; determine new processes and procedures necessary to ensure proper
revenue and cost recognition; quantify the effects of the new standard on prior and current year revenue; determine opening
balances for deferred revenues and costs, including tax effects, as of the beginning of fiscal 2017; develop disclosures required
upon the adoption of the new standard; and develop new internal controls to ensure compliance with the new standard.
• Continued implementation and testing of new revenue recognition software that will apply the five-step model to each of our
customer contracts.
• Continued comparisons of revenue recognition under current accounting methods versus under ASC Topic 606 for each of our
revenue streams.
Determinations that have been made regarding the effect of the new standard are as follows:
• We expect the adoption of this standard to have a significant impact on our revenue recognition currently subject to ASC
Topic 985. One of the most significant expected impacts relates to the recognition of license and implementation revenue on
our multi-element arrangements. Under the current standard, license and implementation revenue on these arrangements is
often recognized over the maintenance period of the software due to a lack of vendor-specific objective evidence of fair value
(“VSOE”) for these elements. Under ASC Topic 606, revenue for license and implementation will no longer be deferred due solely
to a lack of VSOE. Generally, each license and its implementation will be recognized as one performance obligation at the time
the implementation is completed.
• This new model will require more use of judgments and estimates than the current standard, including identifying performance
obligations, estimating variable consideration, allocating the transaction price to each performance obligation based on stand-
alone selling price, and allocating commissions to the proper performance obligations so that costs are correctly recognized in
line with revenue. We will be required to estimate the total expected value of variable consideration arising from items such as
maintenance and transaction or item processing at contract inception and include those estimates in the total transaction price
of the contract to be allocated to each performance obligation. These estimates will be modified over the term of the contract,
resulting in re-allocations of the transaction price and adjustments to revenue recognized on the contract.
Significant implementation matters still being addressed include:
• Determination of opening balances for deferred revenues and costs, and the quantitative effect of the new standard on prior and
current year revenues and costs. Our analysis of the quantitative effects of the new standard on fiscal years 2017 and 2018 will
continue at least through early September 2018.
• Development of required disclosures under the new standard.
• Updates to our internal controls surrounding the new system and processes.
• Assessment of the impacts of the new standard on deferred income taxes and provision for income taxes.
23
JACKHENRY.COMThe FASB issued ASU No. 2016-02, Leases, in February 2016. This ASU aims to increase transparency and comparability among
organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information regarding
leasing arrangements. Specifically, the standard requires operating lease commitments to be recorded on the balance sheet as operating
lease liabilities and right-of-use assets, and the cost of those operating leases to be amortized on a straight-line basis. ASU No. 2016-
02 will be effective for JHA’s annual reporting period beginning July 1, 2019 and early adoption is permitted. At transition, a modified
retrospective approach must be utilized to measure leases as of the beginning of the earliest period presented, however, the FASB has
provided certain practical expedients, which the Company is currently evaluating. The Company is currently assessing the impact this
new standard will have on our consolidated financial statements and when we will adopt it.
The FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, in March 2016. The new standard
is intended to simplify several aspects of the accounting and presentation of share-based payment transactions, including reporting of
excess tax benefits and shortfalls, statutory minimum withholding considerations, and classification within the statement of cash flows.
The standard allows a one-time accounting policy election to either account for forfeitures as they occur or continue to estimate them.
ASU No. 2016-09 was effective for the Company’s annual reporting period beginning July 1, 2017. Management elected to early adopt
this standard as of July 1, 2016 and has elected to continue our current practice of estimating forfeitures. The adoption of this standard
had the following impacts on our consolidated financial statements.
• Consolidated statements of income- The new standard requires that the tax effects of share-based compensation be recognized
in the provision for income taxes. Previously, these amounts were recognized in additional paid-in capital. For fiscal 2018, net
tax benefits related to share- based compensation awards of $3,274 were recognized as reductions of income tax expense,
reducing our income tax rate by 0.84%, and increasing our basic and diluted earnings per share each by $0.04. For fiscal 2017,
net tax benefits related to share-based compensation awards of $2,638 were recognized as reductions of income tax expense.
These tax benefits reduced our effective income tax rate by 0.72%, and caused an increase in basic and diluted earnings per
share of $0.03 for fiscal 2017. In addition, in calculating potential common shares used to determine diluted earnings per share,
U.S. GAAP require us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury
stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in
capital. These changes were applied on a prospective basis.
• Consolidated statements of cash flows- The Company elected to apply the presentation requirements for cash flows related to
excess tax benefits retrospectively. The recast for fiscal 2016 resulted in an increase to both net cash provided by operations and
net cash used in financing of $1,306. The presentation requirements for cash flows related to employee taxes paid for withheld
shares had no impact to any of the periods presented on our consolidated cash flows statements since such cash flows have
historically been presented as a financing activity.
ASU 2016-15 issued by the FASB in August 2016 clarifies cash flow classification of eight specific cash flow issues and is effective for
our annual reporting period beginning July 1, 2018. We did not adopt the provisions of the new standard early. We do not expect any
significant impact to our financial statements as a result of this standard.
CRITICAL ACCOUNTING POLICIES
We prepare our consolidated financial statements in accordance with U.S. GAAP. The significant accounting policies are discussed in
Note 1 to the consolidated financial statements. The preparation of consolidated financial statements in accordance with U.S. GAAP
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, as well as
disclosure of contingent assets and liabilities. We base our estimates and judgments upon historical experience and other factors believed
to be reasonable under the circumstances. Changes in estimates or assumptions could result in a material adjustment to the consolidated
financial statements.
We have identified several critical accounting estimates. An accounting estimate is considered critical if both: (a) the nature of the
estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (b) the impact of changes in the
estimates and assumptions would have a material effect on the consolidated financial statements.
Revenue Recognition
We recognize revenue net of any applicable discounts in accordance with U.S. GAAP and with guidance provided within Staff Accounting
Bulletins issued by the SEC. The application of these pronouncements requires judgment, including whether a software arrangement
includes multiple elements, whether any elements are essential to the functionality of any other elements, and whether “VSOE” of fair
value exists for those elements. Customers receive certain elements of our products and services over time. Changes to the elements in
a software arrangement or in our ability to identify VSOE for those elements could materially impact the amount of earned and deferred
revenue reflected in the financial statements.
License Arrangements: For software license agreements, the Company recognizes revenue when persuasive evidence of an arrangement
exists, delivery of the product or service has occurred, the fee is fixed or determinable and collection is probable. For arrangements where
the fee is not fixed or determinable, revenue is deferred until payments become due. The Company’s software license agreements
generally include multiple products and services or “elements.” Generally, none of these elements are deemed to be essential to the
functionality of the other elements.
24
2018 ANNUAL REPORTFor multiple element arrangements, which contain software elements and non-software elements, we allocate revenue to the software
deliverables as a group and the non-software deliverables as a group based on the relative selling prices of all of the deliverables in the
arrangement. For our non-software deliverables, we allocate the arrangement consideration based on the relative selling price of the
deliverables using estimated selling price (“ESP”). For our software elements, we use VSOE for this allocation when it can be established
and ESP when VSOE cannot be established.
The selling price for each element is based upon the following selling price hierarchy: VSOE if available, third-party evidence (“TPE”) if
VSOE is not available, or ESP if neither VSOE nor TPE is available. Generally, we are not able to determine TPE because our go-to-
market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing
of products with similar functionality cannot be obtained. ESP is determined after considering both market conditions (such as the sale of
similar products in the market place) and entity-specific factors (such as pricing practices and the specifics of each transaction).
For our non-software deliverables, a delivered item is accounted for as a separate unit of accounting if the delivered item has standalone
value and if the customer has a general right of return relative to the delivered item, delivery or performance of the undelivered item is
probable and substantially within our control.
For our software licenses and related services, including the software elements of multiple-element software and non-software
arrangements, U.S. GAAP generally requires revenue earned on software arrangements involving multiple elements to be allocated to
each element based on VSOE of fair value. VSOE of fair value is determined for implementation services based on a rate per hour for
stand-alone professional services and the estimated hours for the bundled implementation, if the hours can be reasonably estimated.
VSOE of fair value is determined for post-contract support (“PCS”) based upon the price charged when sold separately. For a majority of
the elements within our software arrangements, we have determined that VSOE cannot be established; therefore, revenue on our software
arrangements is generally deferred until the only remaining element is PCS. At that point, the entire arrangement fee is recognized ratably
over the remaining PCS period, assuming that all other criteria for revenue recognition have been met. The amounts deferred are included
in the balance sheet as deferred revenue and recognized as Bundled Products & Services revenue within Support & Service revenue in
the consolidated statements of income.
For arrangements that include specified upgrades, such upgrades are accounted for as a separate element of the arrangement. For those
specified upgrades for which VSOE of fair value cannot be determined, revenue related to the software elements within the arrangement
is deferred until such specified upgrades have been delivered.
Support and Service Fee Revenue (Non-software): Maintenance support revenue contracted for outside of a license arrangement is
recognized pro-rata over the contract period, typically one year.
Outsourced data processing and ATM, debit card, and other transaction processing services revenue is recognized in the month the
transactions are processed or the services are rendered.
Hardware Revenue: Hardware revenue is recognized upon delivery to the customer, when title and risk of loss are transferred. The
revenue related to these hardware sales is recorded gross, as we are the primary obligor in the contract with the customer. The Company
also re-markets maintenance contracts on hardware to our customers. Gross hardware maintenance revenue is recognized ratably over
the agreement period.
Revenue-based taxes collected from customers and remitted to governmental authorities are presented on a net basis (i.e., excluded
from revenues).
Deferred Costs
Costs for certain software and hardware maintenance contracts with third parties, which are prepaid, are recognized ratably over the life
of the maintenance contract, generally one to five years, with the related revenue amortized from deferred revenues.
Direct and incremental fulfillment costs associated with arrangements subject to ASC 985-605 (for which VSOE of fair value cannot be
established) are deferred until the only remaining element in the revenue arrangement is PCS at which point the costs are recognized
ratably over the remaining PCS period with the related revenue. Deferred direct and incremental costs associated with arrangements not
subject to ASC 985-605 consist primarily of certain up-front costs incurred in connection with our software hosting arrangements and are
recognized ratably over the contract period which typically ranges from 5-7 years. These costs include commissions, costs of third-party
licenses and the direct costs of our implementation services, consisting of payroll and other fringe benefits.
Depreciation and Amortization Expense
The calculation of depreciation and amortization expense is based on the estimated economic lives of the underlying property, plant and
equipment and intangible assets, which have been examined for their useful life and determined that no impairment exists. We believe it is
unlikely that any significant changes to the useful lives of our tangible and intangible assets will occur in the near term, but rapid changes
in technology or changes in market conditions could result in revisions to such estimates that could materially affect the carrying value of
these assets and the Company’s future consolidated operating results. We consider whether there is potential for impairment of any long-
lived assets, and perform testing for valuation if it is determined that there is a triggering event causing risk of impairment.
25
JACKHENRY.COMCapitalization of software development costs
We capitalize certain costs incurred to develop commercial software products. For software that is to be sold, significant estimates
and assumptions include: establishing when technological feasibility has been met and costs should be capitalized, determining the
appropriate period over which to amortize the capitalized costs based on the estimated useful lives, estimating the marketability of
the commercial software products and related future revenues, and assessing the unamortized cost balances for impairment. Costs
incurred prior to establishing technological feasibility are expensed as incurred. Amortization begins on the date of general release and
the appropriate amortization period is based on estimates of future revenues from sales of the products. We consider various factors to
project marketability and future revenues, including an assessment of alternative solutions or products, current and historical demand for
the product, and anticipated changes in technology that may make the product obsolete.
For internal use software, capitalization begins at the beginning of application development. Costs incurred prior to this are expensed as
incurred. Significant estimates and assumptions include determining the appropriate amortization period based on the estimated useful
life and assessing the unamortized cost balances for impairment. Amortization begins on the date the software is placed in service and
the amortization period is based on estimated useful life.
A significant change in an estimate related to one or more software products could result in a material change to our results of operations.
Estimates used to determine current and deferred income taxes
We make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and
judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue
and expense for tax and financial statement purposes. We also must determine the likelihood of recoverability of deferred tax assets,
and adjust any valuation allowances accordingly. Considerations include the period of expiration of the tax asset, planned use of the tax
asset, and historical and projected taxable income as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Valuation
allowances are evaluated periodically and will be subject to change in each future reporting period as a result of changes in one or more
of these factors. Also, liabilities for uncertain tax positions require significant judgment in determining what constitutes an individual tax
position as well as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement of tax positions
can materially affect the estimate of the effective tax rate and consequently, affect our financial results.
Assumptions related to purchase accounting and goodwill
We account for our acquisitions using the purchase method of accounting. This method requires estimates to determine the fair values
of assets and liabilities acquired, including judgments to determine any acquired intangible assets such as customer-related intangibles,
as well as assessments of the fair value of existing assets such as property and equipment. Liabilities acquired can include balances for
litigation and other contingency reserves established prior to or at the time of acquisition, and require judgment in ascertaining a reasonable
value. Third-party valuation firms may be used to assist in the appraisal of certain assets and liabilities, but even those determinations
would be based on significant estimates provided by us, such as forecast revenues or profits on contract-related intangibles. Numerous
factors are typically considered in the purchase accounting assessments, which are conducted by Company professionals from legal,
finance, human resources, information systems, program management and other disciplines. Changes in assumptions and estimates
of the acquired assets and liabilities would result in changes to the fair values, resulting in an offsetting change to the goodwill balance
associated with the business acquired.
As goodwill is not amortized, goodwill balances are regularly assessed for potential impairment. Such assessments require an analysis of
future cash flow projections as well as a determination of an appropriate discount rate to calculate present values. Cash flow projections
are based on management-approved estimates, which involve the input of numerous Company professionals from finance, operations
and program management. Key factors used in estimating future cash flows include assessments of labor and other direct costs on
existing contracts, estimates of overhead costs and other indirect costs, and assessments of new business prospects and projected win
rates. The Company’s most recent assessment indicates that no reporting units are currently at risk of impairment as the fair value of
each reporting unit is significantly in excess of the carrying value. However, significant changes in the estimates and assumptions used in
purchase accounting and goodwill impairment testing could have a material effect on the consolidated financial statements.
26
2018 ANNUAL REPORTQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk refers to the risk that a change in the level of one or more market prices, interest rates, indices, volatilities, correlations or other
market factors such as liquidity, will result in losses for a certain financial instrument or group of financial instruments. We are currently
exposed to credit risk on credit extended to customers and interest risk on outstanding debt. We do not currently use any derivative
financial instruments. We actively monitor these risks through a variety of controlled procedures involving senior management.
Based on the controls in place and the credit worthiness of the customer base, we believe the credit risk associated with the extension of
credit to our customers will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
We have no outstanding debt with variable interest rates as of June 30, 2018, and are therefore not currently exposed to interest rate risk.
27
JACKHENRY.COMFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
Management's Annual Report on Internal Control over Financial Reporting
Financial Statements
Consolidated Statements of Income,
Years Ended June 30, 2018, 2017, and 2016
Consolidated Balance Sheets,
June 30, 2018 and 2017
Consolidated Statements of Changes in Stockholders' Equity,
Years Ended June 30, 2018, 2017, and 2016
Consolidated Statements of Cash Flows,
Years Ended June 30, 2018, 2017, and 2016
Notes to Consolidated Financial Statements
Financial Statement Schedules
29
30
31
32
33
34
35
There are no schedules included because they are not applicable or the required information is shown in the consolidated financial
statements or notes thereto.
28
2018 ANNUAL REPORTREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Jack Henry & Associates, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Jack Henry & Associates, Inc. and its subsidiaries as of June 30, 2018
and 2017, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years
in the period ended June 30, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also
have audited the Company’s internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June
30, 2018 and 2017, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2018 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial
statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded Ensenta Corporation
from its assessment of internal control over financial reporting as of June 30, 2018, because it was acquired by the Company in a purchase
business combination during 2018. We have also excluded Ensenta Corporation from our audit of internal control over financial reporting.
Ensenta Corporation is a wholly owned subsidiary whose total assets and total revenues excluded from management’s assessment and our
audit of internal control over financial reporting represent less than 1% and 1%, respectively, of the related consolidated financial statement
amounts as of and for the year ended June 30, 2018.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
August 24, 2018
We have served as the Company’s auditor since 2015.
29
JACKHENRY.COMMANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Jack Henry & Associates, Inc. is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated
financial statements for external reporting purposes in accordance with U.S. GAAP.
The Company’s internal control over financial reporting includes policies and procedures pertaining to the maintenance of records
that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable
assurance transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S.
GAAP, and receipts and expenditures of the Company are being made only in accordance with authorizations of management and
the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. All
internal controls, no matter how well designed, have inherent limitations. Therefore, even where internal control over financial reporting
is determined to be effective, it can provide only reasonable assurance. Projections of any evaluation of effectiveness to future periods
are subject to the risk controls may become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
As of June 30, 2018, management conducted an assessment of the effectiveness of the Company’s internal control over financial
reporting based on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded the Company’s internal
control over financial reporting as of June 30, 2018 was effective.
Management’s annual report on internal control over financial reporting excluded Ensenta Corporation, acquired on December 21,
2017. This acquisition is a wholly-owned subsidiary with total assets, excluding goodwill and intangibles, representing less than 1% of
consolidated total assets as of June 30, 2018 and revenue representing 1% of consolidated revenue for the fiscal year ended June 30,
2018. If adequately disclosed, companies are permitted to exclude acquisitions made during the fiscal year from their assessment of
internal control over financial reporting while integrating the acquired company under guidelines established by the SEC.
The Company’s internal control over financial reporting as of June 30, 2018 has been audited by the Company’s independent registered
public accounting firm, as stated in their report appearing in this Item 8.
30
2018 ANNUAL REPORTJACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
REVENUE
EXPENSES
Cost of Revenue
Research and Development
Selling, General, and Administrative
Gain on Disposal of Businesses
Total Expenses
Year Ended
June 30,
2017
2016
2018
$
1,536,603
$
1,431,117
$
1,354,646
873,642
90,340
182,146
(1,894)
819,034
84,753
162,898
(3,270)
1,144,234
1,063,415
773,651
81,234
157,593
(19,491)
992,987
OPERATING INCOME
392,369
367,702
361,659
INTEREST INCOME (EXPENSE)
Interest income
Interest expense
Total interest income (expense)
575
(1,920)
(1,345)
248
(996)
(748)
307
(1,430)
(1,123)
INCOME BEFORE INCOME TAXES
391,024
366,954
360,536
PROVISION FOR INCOME TAXES
14,364
121,161
111,669
NET INCOME
Basic earnings per share
Basic weighted average shares outstanding
Diluted earnings per share
Diluted weighted average shares outstanding
See notes to consolidated financial statements.
$
$
$
376,660
4.88
77,252
4.85
77,585
$
$
$
245,793
3.16
77,856
$
$
3.14
$
78,255
248,867
3.13
79,416
3.12
79,734
31
JACKHENRY.COMJACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Receivables, net
Income tax receivable
Prepaid expenses and other
Deferred costs
Total current assets
PROPERTY AND EQUIPMENT, net
OTHER ASSETS:
Non-current deferred costs
Computer software, net of amortization
Other non-current assets
Customer relationships, net of amortization
Other intangible assets, net of amortization
Goodwill
Total other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable
Accrued expenses
Deferred revenues
Total current liabilities
LONG-TERM LIABILITIES:
Non-current deferred revenues
Deferred income tax liability
Debt, net of current maturities
Other long-term liabilities
Total long-term liabilities
Total liabilities
STOCKHOLDERS' EQUITY
$
$
$
June 30,
2018
June 30,
2017
$
$
$
31,440
291,630
21,671
84,810
38,985
468,536
286,850
95,540
288,172
107,775
115,034
38,467
649,929
1,294,917
2,050,303
34,510
97,848
355,538
487,896
93,094
189,613
—
12,872
295,579
783,475
114,765
276,923
20,135
66,894
41,314
520,031
282,934
96,847
247,317
82,525
90,433
36,393
552,465
1,105,980
1,908,945
6,841
81,574
382,777
471,192
128,607
219,541
50,000
7,554
405,702
876,894
Preferred stock - $1 par value; 500,000 shares authorized, none issued
—
—
Common stock - $0.01 par value; 250,000,000 shares authorized;
103,278,562 shares issued at June 30, 2018;
103,083,299 shares issued at June 30, 2017
Additional paid-in capital
Retained earnings
Less treasury stock at cost
26,107,903 shares at June 30, 2018;
25,660,212 shares at June 30, 2017;
Total stockholders' equity
Total liabilities and equity
See notes to consolidated financial statements.
32
1,033
464,138
1,856,917
1,031
452,016
1,585,278
(1,055,260)
1,266,828
2,050,303
$
(1,006,274)
1,032,051
1,908,945
$
2018 ANNUAL REPORTJACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands, Except Share and Per Share Data)
PREFERRED SHARES:
COMMON SHARES:
Year Ended June 30,
2018
2017
2016
—
—
—
Shares, beginning of year
Shares issued for equity-based payment arrangements
Shares issued for Employee Stock Purchase Plan
Shares, end of year
103,083,299
118,865
76,398
103,278,562
102,903,971
98,781
80,547
103,083,299
102,695,214
121,348
87,409
102,903,971
COMMON STOCK - PAR VALUE $0.01 PER SHARE:
Balance, beginning of year
Shares issued for equity-based payment arrangements
Shares issued for Employee Stock Purchase Plan
Balance, end of year
ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of year
Shares issued for equity-based payment arrangements
Tax withholding related to share based compensation
Shares issued for Employee Stock Purchase Plan
Tax benefits from share-based compensation
Stock-based compensation expense
Balance, end of year
RETAINED EARNINGS:
Balance, beginning of year
Net income
Dividends
Balance, end of year
TREASURY STOCK:
Balance, beginning of year
Purchase of treasury shares
Balance, end of year
TOTAL STOCKHOLDERS' EQUITY
Dividends declared per share
See notes to consolidated financial statements.
$
$
$
$
$
$
$
$
$
$
1,031
1
1
1,033
452,016
174
(7,332)
7,522
—
11,758
464,138
1,585,278
376,660
(105,021)
1,856,917
(1,006,274)
(48,986)
(1,055,260)
1,266,828
1.36
$
$
$
$
$
$
$
$
$
$
1,029
1
1
1,031
440,123
(1)
(5,479)
6,244
—
11,129
452,016
1,431,192
245,793
(91,707)
1,585,278
(876,134)
(130,140)
(1,006,274)
1,032,051
1.18
$
$
$
$
$
$
$
$
$
$
1,027
1
1
1,029
424,536
696
(2,590)
5,710
1,051
10,720
440,123
1,266,443
248,867
(84,118)
1,431,192
(700,472)
(175,662)
(876,134)
996,210
1.06
33
JACKHENRY.COMJACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended
June 30,
2017
2016
2018
$
376,660
$
245,793
$
248,867
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to reconcile net income from operations
to net cash from operating activities:
Depreciation
Amortization
Change in deferred income taxes
Expense for stock-based compensation
(Gain)/loss on disposal of assets and businesses
Changes in operating assets and liabilities:
Change in receivables
Change in prepaid expenses, deferred costs and other
Change in accounts payable
Change in accrued expenses
Change in income taxes
Change in deferred revenues
Net cash from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for acquisitions, net of cash acquired
Capital expenditures
Proceeds from the sale of businesses
Proceeds from the sale of assets
Internal use software
Computer software developed
Purchase of investments
Net cash from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facilities
Repayments on credit facilities
Purchase of treasury stock
Dividends paid
Proceeds from issuance of common stock
upon exercise of stock options
Minimum tax withholding payments related to
share based compensation
Proceeds from sale of common stock
Net cash from financing activities
NET CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
$
$
See notes to consolidated financial statements.
34
47,975
104,011
(51,644)
11,758
(954)
(9,219)
(28,454)
11,072
9,091
5,108
(63,262)
412,142
(137,562)
(40,135)
350
306
(13,138)
(96,647)
(5,000)
(291,826)
125,000
(175,000)
(48,986)
(105,021)
176
(7,333)
7,523
(203,641)
(83,325)
114,765
31,440
49,677
90,109
30,940
11,129
4,771
(22,499)
(25,088)
(7,812)
(4,454)
(6,444)
(8,800)
357,322
—
(41,947)
5,632
968
(16,608)
(89,631)
—
50,571
79,077
37,524
10,720
(16,888)
(13,735)
(29,577)
4,663
7,460
(16,624)
4,364
366,422
(8,275)
(56,325)
34,030
2,844
(11,826)
(96,411)
—
(141,586)
(135,963)
80,000
(30,200)
(130,140)
(91,707)
1
(5,480)
6,245
(171,281)
44,455
70,310
114,765
$
$
$
100,000
(152,500)
(175,662)
(84,118)
697
(2,590)
5,711
(308,462)
(78,003)
148,313
70,310
$
$
$
2018 ANNUAL REPORTJACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Amounts)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE COMPANY
Jack Henry & Associates, Inc. and subsidiaries (“JHA” or the “Company”) is a provider of integrated computer systems and services that
has developed and acquired a number of banking and credit union software systems. The Company’s revenues are predominately earned
by marketing those systems to financial institutions nationwide together with computer equipment (hardware), by providing the conversion
and implementation services for financial institutions to utilize JHA systems, and by providing other related services. JHA also provides
continuing support and services to customers using in-house or outsourced systems.
CONSOLIDATION
The consolidated financial statements include the accounts of JHA and all of its subsidiaries, which are wholly-owned, and all intercompany
accounts and transactions have been eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
PRIOR PERIOD RECLASSIFICATION
During the first quarter of fiscal 2018, the Company’s management decided to change the presentation of its income statement, along
with a change in the segment structure (see Note 10), in order to more clearly align with the way management manages the Company
and evaluates performance. Amounts within the consolidated statements of income for the fiscal years ended June 30, 2017 and June 30,
2016 have been reclassified to improve comparability with the fiscal year ended June 30, 2018. Revenue was previously classified as
license, support and service, and hardware, and has been reclassified into one “Revenue” caption. Cost of sales was previously presented
under three captions to correspond with our three lines of revenue, and has now been condensed to one caption, “Cost of Revenue”. We
have elected to include all operating expenses, including cost of revenue, under one expenses heading. Previously, cost of revenue was
presented separately from operating expenses in order to show gross profit. Gross profit has been removed from our current presentation
due to management’s focus on operating income. Additionally, within operating expenses, selling and marketing expense and general
and administrative expense were previously presented under two captions, but are now condensed under one caption, labeled “Selling,
General, and Administrative.”
REVENUE RECOGNITION
The Company derives revenue from the following sources: license arrangements, support and service fees (non-software) and hardware
sales. There are no rights of return or conditions of acceptance in the Company’s sales contracts.
License Arrangements: For software license agreements, the Company recognizes revenue when persuasive evidence of an arrangement
exists, delivery of the product or service has occurred, the fee is fixed or determinable and collection is probable. For arrangements where
the fee is not fixed or determinable, revenue is deferred until payments become due. The Company’s software license agreements
generally include multiple products and services or “elements.” Generally, none of these elements are deemed to be essential to the
functionality of the other elements.
For multiple element arrangements, which contain software elements and non-software elements, we allocate revenue to the software
deliverables and the non-software deliverables as a group based on the relative selling prices of all of the deliverables in the arrangement.
For our non-software deliverables, we allocate the arrangement consideration based on the relative selling price of the deliverables using
estimated selling price (“ESP”). For our software elements, we use vendor-specific objective evidence (“VSOE”) for this allocation when
it can be established and ESP when VSOE cannot be established.
The selling price for each element is based upon the following selling price hierarchy: VSOE if available, third-party evidence (“TPE”) if
VSOE is not available, or ESP if neither VSOE nor TPE is available. Generally, we are not able to determine TPE because our go-to-
market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing
of products with similar functionality cannot be obtained. ESP is determined after considering both market conditions (such as the sale of
similar products in the market place) and entity-specific factors (such as pricing practices and the specifics of each transaction).
For our non-software deliverables, a delivered item is accounted for as a separate unit of accounting if the delivered item has standalone
value and if the customer has a general right of return relative to the delivered item, delivery or performance of the undelivered item is
probable and substantially within our control.
35
JACKHENRY.COMFor our software licenses and related services, including the software elements of multiple-element software and non-software
arrangements, U.S. GAAP generally require revenue earned on software arrangements involving multiple elements to be allocated to
each element based on VSOE of fair value. VSOE of fair value is determined for implementation services based on a rate per hour for
stand-alone professional services and the estimated hours for the bundled implementation, if the hours can be reasonably estimated.
VSOE of fair value is determined for post-contract support (“PCS”) based upon the price charged when sold separately. For a majority of
the elements within our software arrangements, we have determined that VSOE cannot be established; therefore, revenue on our software
arrangements is generally deferred until the only remaining element is PCS. At that point, the entire arrangement fee is recognized ratably
over the remaining PCS period, assuming that all other criteria for revenue recognition have been met. The amounts deferred are included
in the balance sheet as deferred revenue and recognized as Bundled Products & Services revenue within Support & Service revenue in
the consolidated statements of income.
For arrangements that include specified upgrades, such upgrades are accounted for as a separate element of the arrangement. For those
specified upgrades for which VSOE of fair value cannot be determined, revenue related to the software elements within the arrangement
is deferred until such specified upgrades have been delivered.
Total revenue recognized related to our Bundled Products & Services was $131,220, $117,046, and $94,391 for the fiscal years ended
June 30, 2018, 2017, and 2016, respectively.
Support and Service Fee Revenue (Non-software): Maintenance support revenue contracted for outside of a license arrangement is
recognized pro-rata over the contract period, typically one year.
Outsourced data processing and ATM, debit card, and other transaction processing services revenue is recognized in the month the
transactions are processed or the services are rendered.
Hardware Revenue: Hardware revenue is recognized upon delivery to the customer, when title and risk of loss are transferred. In most
cases, we do not stock in inventory the hardware products we sell, but arrange for third-party suppliers to drop-ship the products to our
customers on our behalf. The revenue related to these hardware sales is recorded gross, as we are the primary obligor in the contract
with the customer. The Company also remarkets maintenance contracts on hardware to our customers. Hardware maintenance revenue
is recognized ratably over the agreement period.
Revenue-based taxes collected from customers and remitted to governmental authorities are presented on a net basis (i.e., excluded
from revenues).
DEFERRED COSTS
Costs for certain software and hardware maintenance contracts with third parties, which are prepaid, are recognized ratably over the life
of the maintenance contract, generally one to five years, with the related revenue amortized from deferred revenues.
Direct and incremental costs associated with arrangements subject to Accounting Standards Codification (“ASC”) 985-605 (for which
VSOE of fair value cannot be established) are deferred until the only remaining element in the revenue arrangement is PCS at which
point the costs are recognized ratably over the remaining PCS period with the related revenue. Deferred direct and incremental costs
associated with arrangements not subject to ASC 985-605 consist primarily of certain up-front costs incurred in connection with our
software hosting arrangements and are recognized ratably over the contract period which typically ranges from 5-7 years. These costs
include commissions, costs of third-party licenses and the direct costs of our implementation services, consisting of payroll and other
fringe benefits.
DEFERRED REVENUES
Deferred revenues consist primarily of prepaid annual software support fees, deferred bundled software arrangements revenue, and
prepaid hardware maintenance fees. Deferred bundled software arrangements revenue and hardware maintenance contracts may be
recognized over multiple years; therefore, the related deferred revenue and maintenance are classified as current or non-current in
accordance with the terms of the contract. Software and hardware deposits received are also reflected as deferred revenues.
The vast majority of our maintenance (PCS) renews annually and runs from July 1 to June 30. Renewal billings are submitted to customers
each June and the Company has the right to bill at that date; therefore, we include those billings as gross in deferred revenue and as a
receivable on our balance sheet at the end of each fiscal year.
COMPUTER SOFTWARE DEVELOPMENT
The Company capitalizes new product development costs incurred for software to be sold from the point at which technological feasibility
has been established through the point at which the product is ready for general availability. Software development costs that are
capitalized are evaluated on a product-by-product basis annually and are assigned an estimated economic life based on the type of
product, market characteristics, and maturity of the market for that particular product. These costs are amortized based on current
and estimated future revenue from the product or on a straight-line basis, whichever yields greater amortization expense. All of this
amortization expense is included within Cost of support and service.
The Company capitalizes development costs for internal use software beginning at the start of application development. Amortization
begins on the date the software is placed in service and the amortization period is based on estimated useful life.
36
2018 ANNUAL REPORTCASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents.
ACCOUNTS RECEIVABLE
Receivables are recorded at the time of billing. A reasonable estimate of the realizability of customer receivables is made through the
establishment of an allowance for doubtful accounts, which is estimated based on a combination of write-off history, aging analysis, and
any specifically known collection issues.
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets.
Intangible assets consist of goodwill, customer relationships, computer software, and trade names acquired in business acquisitions
in addition to internally developed computer software. The amounts are amortized, with the exception of those with an indefinite life
(goodwill), over an estimated economic benefit period, generally three to twenty years.
The Company reviews its long-lived assets and identifiable intangible assets with finite lives for impairment whenever events or changes
in circumstances have indicated that the carrying amount of its assets might not be recoverable. The Company evaluates goodwill for
impairment of value on an annual basis as of January 1 and between annual tests if events or changes in circumstances indicate that the
asset might be impaired.
PURCHASE OF INVESTMENT
In the third quarter of fiscal 2018, the Company made an investment totaling $5,000 for the purchase of preferred stock of Automated
Bookkeeping, Inc (“Autobooks”), representing a non-controlling share of the voting equity of Autobooks as of that date. This investment
was recorded at cost and is included within other non-current assets on our balance sheet. The fair value of this investment has not been
estimated, as estimation is not practicable. There have been no events or changes in circumstances that would indicate an impairment.
Fair value will not be estimated unless there are identified events or changes in circumstances that may have a significant adverse effect
on the fair value of the investment.
COMPREHENSIVE INCOME
Comprehensive income for each of the fiscal years ending June 30, 2018, 2017, and 2016 equals the Company’s net income.
REPORTABLE SEGMENT INFORMATION
In accordance with U.S. GAAP, the Company’s operations are classified as four reportable segments: Core, Payments, Complementary,
and Corporate and Other (see Note 13). Substantially all the Company’s revenues are derived from operations and assets located within
the United States of America.
COMMON STOCK
The Board of Directors has authorized the Company to repurchase shares of its common stock. Under this authorization, the Company
may finance its share repurchases with available cash reserves or short-term borrowings on its existing credit facilities. The share
repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2018, there
were 26,108 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,883 additional shares. The total
cost of treasury shares at June 30, 2018 is $1,055,260. During fiscal 2018, the Company repurchased 448 treasury shares for $48,986. At
June 30, 2017, there were 25,660 shares in treasury stock and the Company had authority to repurchase up to 4,330 additional shares.
EARNINGS PER SHARE
Per share information is based on the weighted average number of common shares outstanding during the year. Stock options and
restricted stock have been included in the calculation of income per diluted share to the extent they are dilutive. The difference between
basic and diluted weighted average shares outstanding is the dilutive effect of outstanding stock options and restricted stock (see Note 10).
INCOME TAXES
Deferred tax liabilities and assets are recognized for the tax effects of differences between the financial statement and tax bases of assets
and liabilities. A valuation allowance would be established to reduce deferred tax assets if it is more likely than not that a deferred tax
asset will not be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the
financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement. Also, interest and penalties expense are recognized on the full amount of deferred benefits for uncertain tax
positions. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense.
RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts
with Customers in May 2014. This standard is part of an effort to create a common revenue standard for U.S. generally accepted
accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”). The new standard will supersede much
37
JACKHENRY.COMof the existing authoritative literature for revenue recognition. The new model enacts a five-step process for achieving the core principle,
which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB also
issued ASU No. 2015-14 which deferred the effective date of the new standard by one year, but allows early application as of the original
effective date. We did not adopt the provisions of the new standard early, so the standard and related amendments will be effective for
the Company for its annual reporting period beginning July 1, 2018, including interim periods within that reporting period. In March 2016,
the FASB issued ASU No. 2016-08, which addresses principal versus agent considerations under the new revenue standard. Additional
updates, including ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20, also address specific aspects of the new standard and are
being considered. Entities are allowed to transition to the new standard by either recasting prior periods (full retrospective) or recognizing
the cumulative effect as of the beginning of the period of adoption (modified retrospective). We plan to adopt the new standard using the
full retrospective method.
The Company has taken the following steps in evaluating and planning for the implementation of the new standard:
• Organization of a cross-functional implementation team whose goals are to: assess the impact of the guidance on each of
our revenue streams by applying the five step model; determine new processes and procedures necessary to ensure proper
revenue and cost recognition; quantify the effects of the new standard on prior and current year revenue; determine opening
balances for deferred revenues and costs, including tax effects, as of the beginning of fiscal 2017; develop disclosures required
upon the adoption of the new standard; and develop new internal controls to ensure compliance with the new standard.
• Continued implementation and testing of new revenue recognition software that will apply the five-step model to each of our
customer contracts.
• Continued comparisons of revenue recognition under current accounting methods versus under ASC Topic 606 for each of our
revenue streams.
Determinations that have been made regarding the effect of the new standard are as follows:
• We expect the adoption of this standard to have a significant impact on our revenue recognition currently subject to ASC Topic
985. One of the most significant expected impacts relates to the recognition of license and implementation revenue on our
multi-element arrangements. Under the current standard, license and implementation revenue on these arrangements is often
recognized over the maintenance period of the software due to a lack of VSOE for these elements. Under ASC Topic 606,
revenue for license and implementation will no longer be deferred due solely to a lack of VSOE. Generally, each license and its
implementation will be recognized as one performance obligation at the time the implementation is completed.
• This new model will require more use of judgments and estimates than the current standard, including identifying performance
obligations, estimating variable consideration, allocating the transaction price to each performance obligation based on stand-
alone selling price, and allocating commissions to the proper performance obligations so that costs are correctly recognized in
line with revenue. We will be required to estimate the total expected value of variable consideration, arising from items such as
maintenance and transaction or item processing, at contract inception and include those estimates in the total transaction price
of the contract to be allocated to each performance obligation. These estimates will be modified over the term of the contract,
resulting in re-allocations of the transaction price and adjustments to revenue recognized on the contract.
Significant implementation matters still being addressed include:
• Determination of opening balances for deferred revenues and costs, and the quantitative effect of the new standard on prior and
current year revenues and costs. Our analysis of the quantitative effects of the new standard on fiscal years 2017 and 2018 will
continue at least through early September 2018.
• Development of required disclosures under the new standard.
• Updates to our internal controls surrounding the new system and processes.
• Assessment of the impacts of the new standard on deferred income taxes and provision for income taxes.
The FASB issued ASU No. 2016-02, Leases, in February 2016. This ASU aims to increase transparency and comparability among
organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information regarding
leasing arrangements. Specifically, the standard requires operating lease commitments to be recorded on the balance sheet as operating
lease liabilities and right-of-use assets, and the cost of those operating leases to be amortized on a straight-line basis. ASU No. 2016-
02 will be effective for JHA’s annual reporting period beginning July 1, 2019 and early adoption is permitted. At transition, a modified
retrospective approach must be utilized to measure leases as of the beginning of the earliest period presented, however, the FASB has
provided certain practical expedients, which the Company is currently evaluating. The Company is currently assessing the impact this
new standard will have on our consolidated financial statements and when we will adopt it.
The FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, in March 2016. The new standard
is intended to simplify several aspects of the accounting and presentation of share-based payment transactions, including reporting of
excess tax benefits and shortfalls, statutory minimum withholding considerations, and classification within the statement of cash flows.
The standard allows a one-time accounting policy election to either account for forfeitures as they occur or continue to estimate them.
ASU No. 2016-09 was effective for the Company’s annual reporting period beginning July 1, 2017. Management elected to early adopt
this standard as of July 1, 2016 and has elected to continue our current practice of estimating forfeitures. The adoption of this standard
had the following impacts on our consolidated financial statements.
38
2018 ANNUAL REPORT• Consolidated statements of income- The new standard requires that the tax effects of share-based compensation be recognized
in the provision for income taxes. Previously, these amounts were recognized in additional paid-in capital. For fiscal 2018, net
tax benefits related to share- based compensation awards of $3,274 were recognized as reductions of income tax expense,
reducing our income tax rate by 0.84%, and increasing our basic and diluted earnings per share each by $0.04. For fiscal 2017,
net tax benefits related to share-based compensation awards of $2,638 were recognized as reductions of income tax expense.
These tax benefits reduced our effective income tax rate by 0.72%, and caused an increase in basic and diluted earnings per
share of $0.03 for fiscal 2017. In addition, in calculating potential common shares used to determine diluted earnings per share,
U.S. GAAP require us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury
stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in
capital. These changes were applied on a prospective basis.
• Consolidated statements of cash flows- The Company elected to apply the presentation requirements for cash flows related to
excess tax benefits retrospectively. The recast for fiscal 2016 resulted in an increase to both net cash provided by operations and
net cash used in financing of $1,306. The presentation requirements for cash flows related to employee taxes paid for withheld
shares had no impact to any of the periods presented on our consolidated cash flows statements since such cash flows have
historically been presented as a financing activity.
ASU 2016-15 issued by the FASB in August 2016 clarifies cash flow classification of eight specific cash flow issues and is effective for
our annual reporting period beginning July 1, 2018. We did not adopt the provisions of the new standard early. We do not expect any
significant impact to our financial statements as a result of this standard.
NOTE 2. FAIR VALUE OF FINANCIAL INSTRUMENTS
For cash equivalents, amounts receivable or payable and short-term borrowings, fair values approximate carrying value, based on the
short-term nature of the assets and liabilities. The fair value of long-term debt also approximates carrying value as estimated using
discounted cash flows based on the Company’s current incremental borrowing rates.
The Company’s estimates of the fair value for financial assets and financial liabilities are based on the framework established in the fair
value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active
markets, and requires that observable inputs be used in the valuations when available. The three levels of the hierarchy are as follows:
Level 1: inputs to the valuation are quoted prices in an active market for identical assets
Level 2: inputs to the valuation include quoted prices for similar assets in active markets that are observable either directly or indirectly
Level 3: valuation is based on significant inputs that are unobservable in the market and the Company’s own estimates of assumptions
that we believe market participants would use in pricing the asset
Fair value of financial assets, included in cash and cash equivalents, and financial liabilities is as follows:
Estimated Fair Value Measurements
Recurring Fair Value Measurements
Level 1
Level 2
Level 3
Total Fair
Value
June 30, 2018
Financial Assets:
Money market funds
June 30, 2017
Financial Assets:
Money market funds
Certificate of Deposit
Financial Liabilities:
Revolving credit facility
Non-Recurring Fair Value Measurements
June 30, 2018
Long-lived assets held for sale (a)
June 30, 2017
Long-lived assets held for sale (a)
$
$
$
$
$
$
14,918
$
— $
— $
14,918
68,474
$
— $
— $
2,001
— $
50,000
— $
1,300
— $
1,300
$
$
$
$
— $
— $
68,474
2,001
— $
50,000
— $
1,300
— $
1,300
(a) In accordance with ASC Subtopic 360-10, long-lived assets held for sale with a carrying value of $4,575 were written down to their fair value of $1,300, resulting in an
impairment totaling $3,275, which was included in earnings for the fiscal year ended June 30, 2017. The Company has entered into an agreement to sell these assets.
That sale is expected to be completed during the third quarter of fiscal 2019.
39
JACKHENRY.COMNOTE 3. PROPERTY AND EQUIPMENT
The classification of property and equipment, together with their estimated useful lives is as follows:
Land
Land improvements
Buildings
Leasehold improvements
Equipment and furniture
Aircraft and equipment
Construction in progress
Less accumulated depreciation
Property and equipment, net
(1)Lesser of lease term or estimated useful life
June 30,
2018
2017
Estimated Useful Life
$
$
24,987
25,443
145,016
48,060
328,864
38,761
39,872
651,003
364,153
286,850
$
$
24,987
25,362
143,350
47,291
332,465
38,522
15,971
627,948
345,014
282,934
5 - 20 years
20 - 30 years
5 - 30 years (1)
3 - 10 years
4 - 10 years
Property and equipment included $15,674 and $534 that was in accrued liabilities at June 30, 2018 and 2017, respectively. These
amounts were excluded from capital expenditures on the statements of cash flows.
No impairments of property and equipment were recorded in fiscal 2018. In fiscal 2017, we recorded an impairment loss on one of our
facilities of $3,275 due to damage caused by water intrusion. The impairment loss is included in the caption “Cost of support and service”
in our consolidated statements of income and is included in our Corporate and Other segment.
NOTE 4. OTHER ASSETS
Goodwill
The carrying amount of goodwill for the fiscal years ended June 30, 2018 and 2017, by reportable segments, is as follows:
Core
Beginning balance
Goodwill, acquired during the year
Goodwill, adjustments related to dispositions
Ending balance
Payments
Beginning balance
Goodwill, acquired during the year
Goodwill, adjustments related to dispositions
Ending balance
Complementary
Beginning balance
Goodwill, acquired during the year
Goodwill, adjustments related to dispositions
Ending balance
June 30,
2018
195,956
—
—
195,956
234,106
91,098
—
325,204
122,403
6,499
(133)
128,769
$
$
$
$
$
$
2017
195,956
—
—
195,956
234,106
—
—
234,106
122,791
—
(388)
122,403
$
$
$
$
$
$
As discussed in Note 13 - Reportable Segment Information, we changed our segment structure at the beginning of fiscal 2018.The prior
period above has been recast to reflect the new structure.
Goodwill acquired during fiscal 2018 totaled $97,597, with $91,098 of that resulting from the purchase of Ensenta Corporation, included in
the Payments segment. The remaining $6,499 of goodwill acquired during fiscal 2018 resulted from the purchase of Vanguard Software
40
2018 ANNUAL REPORT
Group, which was added to our Complementary segment. The goodwill arising from these acquisitions consists largely of the growth
potential, synergies and economies of scale expected from combining the operations of the Company with those of Ensenta and Vanguard,
together with the value of their assembled workforces.
The Goodwill reduction during fiscal 2018 was a result of our sale of jhaDirect product line in the first quarter. Goodwill allocated to the
carrying amount of the net assets sold was calculated based on the relative fair values of the business disposed and the portion of the
reporting unit that was retained.
The Goodwill written-off during fiscal 2017 was a result of our sale of our Regulatory Filing products to Fed Reporter on May 1, 2017.
Goodwill allocated to the carrying amount of the net assets sold (mainly computer software) was calculated based on the relative fair
values of the business disposed and the portion of the reporting unit that was retained.
Other Intangible Assets
Information regarding other identifiable intangible assets is as follows:
Customer relationships
Computer software
Other intangible assets:
Customer relationships
Computer software
Other intangible assets:
Gross Carrying
Amount
$
$
$
$
$
$
302,727
653,407
88,017
Gross Carrying
Amount
262,693
543,913
71,190
June 30, 2018
Accumulated
Amortization
(187,693)
(365,235)
(49,550)
June 30, 2017
Accumulated
Amortization
(172,260)
(296,596)
(34,797)
$
$
$
$
$
$
$
$
$
$
$
$
Net
115,034
288,172
38,467
Net
90,433
247,317
36,393
Customer relationships have lives ranging from 5 to 20 years.
Computer software includes cost of software to be sold, leased, or marketed of $125,223 and costs of internal-use software of $162,949
at June 30, 2018. At June 30, 2017, costs of software to be sold, leased, or marketed totaled $117,065, and costs of internal-use software
totaled $130,252.
Computer software includes the unamortized cost of commercial software products developed or acquired by the Company, which
are capitalized and amortized over useful lives generally ranging from 5 to 10 years. Amortization expense for computer software
totaled $72,859, $60,880, and $54,810 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively. There were no material
impairments in any of the fiscal years presented.
Our other intangible assets have useful lives ranging from 3 to 20 years.
Amortization expense for all intangible assets was $104,011, $90,109, and $79,077 for the fiscal years ended June 30, 2018, 2017, and
2016, respectively. The estimated aggregate future amortization expense for each of the next five years for all intangible assets remaining
as of June 30, 2018, is as follows:
Years Ending June 30,
2019
2020
2021
2022
2023
Computer
Software
Customer
Relationships
Other Intangible
Assets
Total
$
68,654
$
16,887
$
13,700
$
58,689
40,415
25,243
9,737
14,329
12,117
11,007
8,588
8,204
3,283
1,634
1,591
99,241
81,222
55,815
37,884
19,916
41
JACKHENRY.COMNOTE 5. DEBT
The Company had no outstanding short-term debt at June 30, 2018 or June 30, 2017. Long-term debt is as follows:
LONG-TERM DEBT
Revolving credit facility
Revolving credit facility
June 30,
2018
June 30,
2017
$
—
$
50,000
The revolving credit facility provides for borrowings of up to $300,000, which may be increased by the Company at any time until maturity
to $600,000. The credit facility bears interest at a variable rate equal to (a) a rate based on LIBOR or (b) an alternate base rate (the highest
of (i) the Prime Rate for such day, (ii) the sum of the Federal Funds Effective Rate for such day plus 0.50% and (iii) the Eurocurrency
Rate for a one-month Interest Period on such day for dollars plus 1.0%), plus an applicable percentage in each case determined by the
Company’s leverage ratio. The credit facility is guaranteed by certain subsidiaries of the Company. The credit facility is subject to various
financial covenants that require the Company to maintain certain financial ratios as defined in the agreement. As of June 30, 2018, the
Company was in compliance with all such covenants. The revolving loan terminates February 20, 2020 and at June 30, 2018 there was
no outstanding balance.
Other lines of credit
The Company renewed an unsecured bank credit line on April 24, 2017 which provides for funding of up to $5,000 and bears interest at
the prime rate less 1.0%. The credit line was renewed through April 30, 2019. At June 30, 2018, no amount was outstanding.
Interest
The Company paid interest of $1,747, $767, and $1,320 during the fiscal years ended June 30, 2018, 2017, and 2016, respectively.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Property and Equipment
The Company had $2,076 material commitments at June 30, 2018 to purchase property and equipment. There were no material
commitments at June 30, 2017.
Leases
The Company leases certain property under operating leases which expire over the next twelve years, but certain of the leases contain
options to extend the lease term. All lease payments are based on the lapse of time but include, in some cases, payments for operating
expenses and property taxes. There are no purchase options on real estate leases at this time. Certain leases on real estate are subject
to annual escalations for increases in operating expenses and property taxes.
As of June 30, 2018, net future minimum lease payments are as follows:
Years Ending June 30,
Lease Payments
2019
2020
2021
2022
2023
Thereafter
Total
Rent expense was $10,835, $10,195, and $10,167 in fiscal 2018, 2017, and 2016 respectively.
42
$
$
12,764
11,589
9,070
7,365
6,228
16,354
63,370
2018 ANNUAL REPORT
NOTE 7. INCOME TAXES
The provision for income taxes consists of the following:
Current:
Federal
State
Deferred:
Federal
State
Year Ended June 30,
2018
2017
2016
$
$
56,060
9,948
(58,943)
7,299
14,364
$
80,752
$
9,469
25,756
5,184
$
121,161
$
66,574
7,571
34,355
3,169
111,669
The tax effects of temporary differences related to deferred taxes shown on the balance sheets were:
Deferred tax assets:
Contract and service revenues
Expense reserves (bad debts, insurance, franchise tax and vacation)
Net operating loss and tax credit carryforwards
$
Other, net
Total gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Accelerated tax depreciation
Accelerated tax amortization
Contract and service costs
Total gross deferred liabilities
June 30,
2018
2017
$
18,606
11,164
2,759
2,711
35,240
(515)
34,725
(32,026)
(141,274)
(51,038)
(224,338)
54,908
14,648
3,547
2,119
75,222
(357)
74,865
(36,994)
(178,999)
(78,413)
(294,406)
Net deferred tax liability
$
(189,613)
$
(219,541)
The following analysis reconciles the statutory federal income tax rate to the effective income tax rates reflected above:
Computed "expected" tax expense
Increase (reduction) in taxes resulting from:
State income taxes, net of federal income tax benefits
Research and development credit
Domestic production activities deduction
Tax over book basis in subsidiary stock
TCJA deferred tax rate re-measurement
Tax effects of share-based payments
Other (net)
Year Ended June 30,
2018
2017
2016
28.1%
35.0%
35.0%
2.9%
(1.8)%
(1.2)%
—%
(24.2)%
(0.8)%
0.7%
3.7%
2.6%
(2.0)%
(2.1)%
—%
—%
(0.7)%
0.2%
33.0%
1.9%
(2.5)%
(1.9)%
(1.7)%
—%
—%
0.2%
31.0%
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“TCJA”) was enacted into law, which includes numerous provisions that
impact the Company, including reducing the U.S. federal tax rate, eliminating the Domestic Production Activities Deduction in future tax
43
JACKHENRY.COMyears, and providing expanded asset expensing. The TCJA reduced the U.S. federal statutory corporate income tax rate from 35% to
21%, effective January 1, 2018. For fiscal 2018, a blended U.S. federal statutory tax rate of approximately 28% applied to the Company.
The Company recorded a net tax benefit of $118,367 as a result of TCJA.
The staff of the U.S. Securities and Exchange Commission (“SEC”) has recognized the complexity of reflecting the impacts of the TCJA
and on December 22, 2017 issued Staff Accounting Bulletin No. 118 (“SAB 118”) providing a measurement period for determining the final
financial statement impacts from the TCJA. SAB 118 clarifies accounting for income taxes under ASC 740 if information is not available
or complete and provides for up to a one-year period in which to complete the required analyses and accounting. SAB 118 describes
three scenarios (or “buckets”) associated with a company’s status of accounting for income tax reform: (1) a company is complete with its
accounting for certain effects of tax reform, (2) a company is able to determine a reasonable estimate for certain effects of tax reform and
records that estimate as a provisional amount, or (3) a company is not able to determine a reasonable estimate and therefore continues
to apply ASC 740, based on the provisions of the tax laws that were in effect immediately prior to the TCJA being enacted.
For the fiscal year ended June 30, 2018, the Company has not completed its accounting for the tax effects of the enactment of the TCJA.
The Company has made a reasonable estimate of the effects on its existing current and deferred tax balances in accordance with SAB
118. The Company recognized a provisional net tax benefit of $118,367 for the items on which the Company was able to determine a
reasonable estimate, as described below. The provisional tax benefit is included as a component of income tax expense from continuing
operations. As a fiscal year taxpayer, the Company utilized certain estimates and forecasts of operations to estimate both the reversal
of deferred tax assets and liabilities that existed on the enactment date, as well as the generation of additional deferred tax assets and
liabilities over the remainder of the fiscal year ending June 30, 2018. The Company analyzed its deferred tax balances to estimate which
of those balances are expected to reverse in fiscal 2018 (at a blended U.S. federal income tax rate of approximately 28%), or thereafter (at
a 21% U.S. federal income tax rate) and recognized the income tax impacts of remeasuring the deferred taxes accordingly. The income
tax impact of the re-measurement of the net deferred tax liabilities resulted in a reduction to the effective tax rate of 24.2% for the fiscal
year ended June 30, 2018. Included in this reduction, is a reduction of the effective tax rate of 1.7% as a result of adjustments made to
the re-measurement of the net deferred tax liabilities during the measurement period in accordance with SAB 118.
As of June 30, 2018, we have $4,338 of gross federal net operating loss (“NOL”) carryforwards pertaining to the acquisition of Goldleaf
Financial Solutions, Inc., which are expected to be utilized after the application of IRC Section 382. Separately, as of June 30, 2018, we
have state NOL carryforwards with a tax-effected value of $1,042. The federal and state losses have varying expiration dates, ranging
from fiscal 2018 to 2037. Based on state tax rules which restrict our utilization of these losses, we believe it is more likely than not that
$515 of these losses will expire unutilized. Accordingly, a valuation allowance of $515 and $357 has been recorded against these assets
as of June 30, 2018 and 2017, respectively.
The Company paid income taxes, net of refunds, of $60,382, $96,074, and $90,307 in fiscal 2018, 2017, and 2016, respectively.
At June 30, 2018, the Company had $10,227 of gross unrecognized tax benefits, $9,366 of which, if recognized, would affect our effective
tax rate. At June 30, 2017, the Company had $5,449 of unrecognized tax benefits, $3,990 of which, if recognized, would affect our
effective tax rate. We had accrued interest and penalties of $1,279 and $995 related to uncertain tax positions at June 30, 2018 and 2017,
respectively. The income tax provision included interest expense and penalties (or benefits) on unrecognized tax benefits of $165, $(105),
and $47 in the fiscal years ending June 30, 2018, 2017, and 2016, respectively.
A reconciliation of the unrecognized tax benefits for the fiscal years ended June 30, 2018 and 2017 follows:
Balance at July 1, 2016
Additions for current year tax positions
Reductions for current year tax positions
Additions for prior year tax positions
Reductions for prior year tax positions
Settlements
Reductions related to expirations of statute of limitations
Balance at June 30, 2017
Additions for current year tax positions
Reductions for current year tax positions
Additions for prior year tax positions
Reductions for prior year tax positions
Additions related to business combinations
Settlements
Reductions related to expirations of statute of limitations
Balance at June 30, 2018
44
$
Unrecognized
Tax Benefits
7,421
1,457
—
23
(766)
(1,040)
(1,646)
5,449
2,157
—
3,130
(55)
510
(161)
(803)
$
10,227
2018 ANNUAL REPORTThe U.S. federal and state income tax returns for fiscal 2015 and all subsequent years remain subject to examination as of June 30, 2018
under statute of limitations rules. We anticipate that potential changes due to lapsing statutes of limitations and examination closures
could reduce the unrecognized tax benefits balance by $500 - $1,500 within twelve months of June 30, 2018.
NOTE 8. INDUSTRY AND SUPPLIER CONCENTRATIONS
The Company sells its products to banks, credit unions, and financial institutions throughout the United States and generally does not
require collateral. All billings to customers are due 30 days from date of billing. Reserves (which are insignificant at June 30, 2018 and
2017) are maintained for potential credit losses.
In addition, some of the Company’s key solutions are dependent on technology manufactured by IBM Corporation and Microsoft.
Termination of the Company’s relationship with either IBM or Microsoft could have a negative impact on the operations of the Company.
NOTE 9. STOCK-BASED COMPENSATION
Our pre-tax operating income for the fiscal years ended June 30, 2018, 2017, and 2016 includes $11,758, $11,129, and $10,720 of equity-
based compensation costs, respectively, of which $10,256, $9,861, and $9,712 relates to the restricted stock plans, respectively. Costs
is recorded net of estimated forfeitures. The income tax benefits from stock option exercises and restricted stock vests totaled $3,274,
$2,638, and $1,051 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively.
2015 Equity Incentive Plan and 2005 Non-Qualified Stock Option Plan
On November 10, 2015, the Company adopted the 2015 Equity Incentive Plan (“2015 EIP”) for its employees and non-employee directors.
The plan allows for grants of stock options, stock appreciation rights, restricted stock shares or units, and performance shares or units. The
maximum number of shares authorized for issuance under the plan is 3,000. For stock options, terms and vesting periods of the options
were determined by the Compensation Committee of the Board of Directors when granted. The option period must expire not more than ten
years from the options grant date. The options granted under this plan are exercisable beginning three years after grant at an exercise price
equal to 100% of the fair market value of the stock at the grant date. The options terminate upon surrender of the option, ninety days after
termination of employment, upon the expiration of one year following notification of a deceased optionee, or 10 years after grant.
The Company previously issued options to outside directors under the 2005 Non-Qualified Stock Option Plan (“2005 NSOP”). No additional
stock options may be issued under this plan.
The 2005 NSOP was adopted by the Company on September 23, 2005, for its outside directors. Generally, options were exercisable
beginning 6 months after grant at an exercise price equal to the fair market value of the stock at the grant date. For individuals who have
served less than four continuous years, 25% of all options will vest after one year of service, 50% shall vest after two years, and 75%
shall vest after three years of service on the Board. The options terminate upon surrender of the option, upon the expiration of one year
following notification of a deceased optionee, or 10 years after grant. 700 shares of common stock were reserved for issuance under this
plan with a maximum of 100 for each director.
A summary of option plan activity under the plans is as follows:
Number
of Shares
Weighted Average
Exercise Price
Aggregate
Intrinsic Value
Outstanding July 1, 2015
100
$
Granted
Forfeited
Exercised
Outstanding July 1, 2016
Granted
Forfeited
Exercised
Outstanding July 1, 2017
Granted
Forfeited
Exercised
Outstanding June 30, 2018
Vested and Expected to Vest June 30, 2018
Exercisable June 30, 2018
—
—
(50)
50
32
—
(10)
72
—
—
(20)
52
52
20
$
$
$
23.07
—
—
23.99
22.14
87.27
—
28.52
50.04
—
—
17.45
62.65
62.65
23.65
$
$
$
3,500
3,500
2,134
45
JACKHENRY.COMThere were no options granted in fiscal 2018, 32 options granted during fiscal 2017, and no grants during fiscal 2016. The weighted-
average fair value at the grant date of options granted during fiscal 2017 was $15.78.
The Company utilized a Black-Scholes option pricing model to estimate fair value of the stock option grants at the grant date. All 32
options granted during fiscal 2017 were granted on July 1, 2016. Assumptions such as expected life, volatility, risk-free interest rate, and
dividend yield impact the fair value estimate. These assumptions are subjective and generally require significant analysis and judgment
to develop. The risk-free interest rate used in our estimate was determined from external data, while volatility, expected life, and dividend
yield assumptions were derived from our historical experience with share-based payment arrangements. The appropriate weight to place
on historical experience is a matter of judgment, based on relevant facts and circumstances. The assumptions used in estimating fair
value and resulting compensation expenses at the grant dates are as follows:
Expected Life (years)
Volatility
Risk-free interest rate
Dividend yield
6.50
19.60%
1.24%
1.28%
At June 30, 2018, there was $167 of compensation cost yet to be recognized related to outstanding options. The weighted average
remaining contractual term on options currently exercisable as of June 30, 2018 was 1.00 year.
The total intrinsic value of options exercised was $2,165, $747, and $3,011 for the fiscal years ended June 30, 2018, 2017, and 2016,
respectively.
Restricted Stock Plan and 2015 Equity Incentive Plan
The Restricted Stock Plan was adopted by the Company on November 1, 2005, for its employees. The plan expired on November 1,
2015. Up to 3,000 shares of common stock were available for issuance under the plan. The 2015 EIP was adopted by the Company on
November 10, 2015 for its employees. Up to 3,000 shares of common stock are available for issuance under the 2015 Equity Incentive
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. The restrictions are lifted over periods ranging from 3 years to 5 years from grant date.
The following table summarizes non-vested share awards activity:
Share awards
Outstanding July 1, 2015
Granted
Vested
Forfeited
Outstanding July 1, 2016
Granted
Vested
Forfeited
Outstanding July 1, 2017
Granted
Vested
Forfeited
Outstanding June 30, 2018
Shares
Weighted
Average Grant
Date Fair Value
72
22
(24)
(12)
58
17
(38)
(1)
36
—
(12)
(1)
23
$
$
34.28
66.31
43.45
23.82
44.95
87.27
37.00
65.52
73.66
—
58.61
64.60
81.33
The non-vested share awards granted prior to July 1, 2016 do not participate in dividends during the restriction period. As a result, the
weighted-average fair value of the non-vested share awards was based on the fair market value of the Company’s equity shares on
the grant date, less the present value of the expected future dividends to be declared during the restriction period, consistent with the
methodology for calculating compensation expense on such awards. The non-vested share awards granted during the fiscal years ending
June 30, 2018 and 2017 do participate in dividends during the restriction period. The weighted-average fair value of such participating
awards was based on the fair market value on the grant date.
At June 30, 2018, there was $201 of compensation expense that has yet to be recognized related to non-vested restricted stock share
awards, which will be recognized over a weighted-average period of 0.59 years.
An amendment to the Restricted Stock Plan was adopted by the Company on August 20, 2010. Unit awards were made to employees
46
2018 ANNUAL REPORTremaining in continuous employment throughout the performance period and vary based on the Company’s percentile ranking in Total
Shareholder Return (“TSR”) over the performance period compared to a peer group of companies. TSR is defined as the change in the
stock price through the performance period plus dividends per share paid during the performance period, all divided by the stock price
at the beginning of the performance period. It is the intention of the Company to settle the unit awards in shares of the Company’s stock.
Certain Restricted Stock Unit awards are not tied to performance goals, and for such awards, vesting occurs over a period of 1 to 3 years.
The following table summarizes non-vested unit awards as of June 30, 2018, as well as activity for the fiscal year then ended:
Unit awards
Outstanding July 1, 2015
Granted
Vested
Forfeited
Outstanding July 1, 2016
Granted
Vested
Forfeited
Outstanding July 1, 2017
Granted
Vested
Forfeited
Outstanding June 30, 2018
Shares
Weighted Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value
$
499
130
(99)
(101)
429
130
(136)
(37)
386
125
(156)
(4)
351
48.13
75.99
44.09
45.89
58.06
77.75
50.12
54.30
67.84
98.41
57.00
81.83
$83.37
$45,806
The Company utilized a Monte Carlo pricing model customized to the specific provisions of the Company’s plan design to value unit
awards subject to performance targets on the grant dates. The weighted average assumptions used in this model to estimate fair value
at the grant dates are as follows:
Volatility
Risk free interest rate
Dividend yield
Stock Beta
Year Ended June 30,
2018
15.6%
1.55%
1.2%
0.687
2017
16.0%
0.93%
1.3%
0.684
2016
15.6%
1.06%
1.5%
0.741
For the fiscal year ended June 30, 2018, 81 unit awards were granted and measured using the above assumptions. The remaining 44
unit awards granted are not subject to performance targets, and therefore the estimated fair value at measurement date is valued in the
same manner as restricted stock award grants.
At June 30, 2018, there was $11,708 of compensation expense that has yet to be recognized related to non-vested restricted stock unit
awards, which will be recognized over a weighted-average period of 1.15 years.
The fair value of restricted shares and units at vest date totaled $17,951, $15,085, and $8,677 for the fiscal years ended June 30, 2018,
2017, and 2016, respectively.
47
JACKHENRY.COM
NOTE 10. EARNINGS PER SHARE
The following table reflects the reconciliation between basic and diluted earnings per share.
Net Income
Common share information:
Weighted average shares outstanding for basic earnings per share
Dilutive effect of stock options and restricted stock
Weighted average shares outstanding for diluted earnings per share
Basic earnings per share
Diluted earnings per share
Year Ended June 30,
2018
2017
2016
$
376,660
$
245,793
$
248,867
77,252
333
77,585
77,856
399
78,255
$
$
4.88
4.85
$
$
3.16
3.14
$
$
79,416
318
79,734
3.13
3.12
Per share information is based on the weighted average number of common shares outstanding for each of the fiscal years. Stock options
and restricted stock have been included in the calculation of earnings per share to the extent they are dilutive. The two-class method for
computing EPS has not been applied because no outstanding awards contain non-forfeitable rights to participate in dividends. There were
41 anti-dilutive stock options and restricted stock excluded for fiscal 2018, 32 shares excluded for fiscal 2017, and no shares excluded
for fiscal 2016.
NOTE 11. EMPLOYEE BENEFIT PLANS
The Company established an employee stock purchase plan in 2006. The plan allows the majority of employees the opportunity to directly
purchase shares of the Company at 85% of the closing price of the Company’s stock on or around the fifteenth day of each month. During
the fiscal years ended June 30, 2018, 2017 and 2016, employees purchased 76, 81, and 87 shares under this plan at average prices of
$98.46, $77.52, and $65.33, respectively. As of June 30, 2018, approximately 1,381 shares remained available for future issuance under
the plan. The plan does not meet the criteria as a non-compensatory plan. As a result, the Company records the total dollar value of the
stock discount given to employees under the plan as expense.
The Company has a defined contribution plan for its employees: the 401(k) Retirement Savings Plan (the “Plan”). The Plan is subject to
the Employee Retirement Income Security Act of 1975 (“ERISA”) as amended. Under the Plan, the Company matches 100% of full time
employee contributions up to 5% of eligible compensation subject to a maximum of $5 per year. In order to receive matching contributions,
employees must be 18 years of age and be employed for at least six months. The Company has the option of making a discretionary
contribution; however, none has been made for any of the three most recent fiscal years. The total matching contributions for the Plan
were $18,821, $17,550, and $16,794 for fiscal 2018, 2017 and 2016, respectively.
NOTE 12. BUSINESS ACQUISITION
Ensenta Corporation
On December 21, 2017, the Company acquired all of the equity interest of EST Holdings, Inc. and its wholly-owned subsidiary, EST
Interco, Inc., for $134,381 paid in cash. EST Holdings, Inc. and EST Interco, Inc. jointly own all of the outstanding equity of Ensenta
Corporation (“Ensenta”), a California-based provider of real-time, cloud-based solutions for mobile and online payments and deposits.
This acquisition was partially funded by a draw on the Company’s revolving credit facility, with the remaining amount funded by existing
operating cash. The addition of Ensenta Corporation to the JHA Payment Solutions Group expands the Company’s ability to conduct
real-time transactions with third-party platforms, extending its presence in the credit union market through shared branching technology.
Management has completed a preliminary purchase price allocation of Ensenta and its assessment of the fair value of acquired assets
and liabilities assumed. The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair
values as of December 21, 2017 are set forth below:
Current assets
Long-term assets
Identifiable intangible assets
Deferred income tax liability
Total other liabilities assumed
Total identifiable net assets
Goodwill
Net assets acquired
48
$
$
14,057
586
58,806
(21,716)
(8,450)
43,283
91,098
134,381
2018 ANNUAL REPORTThe amounts shown above include measurement period adjustments made during the third and fourth quarters of fiscal 2018 related to
income tax adjustments and a fair value assessment. The amounts shown above may change as management continues to evaluate the
income tax implications of this business combination.
The goodwill of $91,098 arising from this acquisition consists largely of the growth potential, synergies and economies of scale expected
from combining the operations of the Company with those of Ensenta, together with the value of Ensenta’s assembled workforce. The
goodwill from this acquisition has been allocated to our Payments segment and is not expected to be deductible for income tax purposes.
Identifiable intangible assets from this acquisition consist of customer relationships of $37,800, computer software of $16,505, and other
intangible assets of $4,501. The weighted average amortization period for acquired customer relationships, computer software, and other
intangible assets is 15 years, 10 years, and 10 years, respectively.
Current assets were inclusive of cash acquired of $7,274. The fair value of current assets acquired included accounts receivable of
$4,668, none of which were expected to be uncollectible.
Costs incurred related to the acquisition of Ensenta in fiscal 2018 totaled $339 for legal, valuation, and other fees, and were expensed as
incurred within selling, general, and administrative expense.
For the fiscal year ended June 30, 2018, the Company’s consolidated statements of income included revenue of $15,776 and after-tax
net income of $8,197. The after-tax net income included a large tax benefit recorded as a result of the TCJA. Excluding the effects of the
TCJA, the Company’s after-tax net income resulting from Ensenta’s operations totaled $536.
The accompanying consolidated statements of income for the fiscal year ended June 30, 2018 do not include any revenues and expenses
related to this acquisition prior to the acquisition date. The following unaudited pro forma consolidated financial information is presented
as if this acquisition had occurred at the beginning of the prior 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 the acquisition had actually occurred during this period, or the results that may be obtained in the future as a result
of the acquisition.
Revenue
Net Income
Basic Earnings Per Share
Diluted Earnings Per Share
Vanguard Software Group
Year Ended
June 30,
2018
Proforma
$
$
$
1,549,721
380,327
4.92
4.90
2017
Proforma
$
$
$
1,454,700
247,928
3.18
3.17
On August 31, 2017, the Company acquired all of the equity interest of Vanguard Software Group, a Florida-based company specializing
in the underwriting, spreading, and online decisioning of commercial loans, for $10,744 paid in cash. This acquisition was funded using
existing operating cash. The addition of Vanguard Software Group to the Company’s ProfitStars® Lending Solutions Group expands
functionality offered to clients, allowing for near-real-time communication with JHA’s core processing and ancillary solutions, and also
enhances cross-sell opportunities.
Management has completed a purchase price allocation of Vanguard Software Group and its assessment of the fair value of acquired
assets and liabilities assumed. The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair
values as of August 31, 2017 are set forth below:
Current assets
Long-term assets
Identifiable intangible assets
Total liabilities assumed
Total identifiable net assets
Goodwill
Net assets acquired
$
$
1,153
9
4,200
(1,117)
4,245
6,499
10,744
The goodwill of $6,499 arising from this acquisition consists largely of the growth potential, synergies and economies of scale expected
from combining the operations of the Company with those of Vanguard Software Group, together with the value of Vanguard Software
Group’s assembled workforce. The goodwill from this acquisition has been allocated to our Complementary segment and is expected to
be deductible for income tax purposes.
49
JACKHENRY.COMIdentifiable intangible assets from this acquisition consist of customer relationships of $2,234, computer software of $1,426, and other
intangible assets of $540. The weighted average amortization periods for acquired customer relationships, computer software, and other
intangible assets are 15 years, 10 years, and 10 years, respectively.
Current assets were inclusive of cash acquired of $289. The fair value of current assets acquired included accounts receivable of $847,
none of which were expected to be uncollectible.
Costs incurred related to the acquisition of Vanguard Software Group were immaterial for the periods presented.
For the fiscal year ended June 30, 2018, the Company’s consolidated statements of income included revenue of $1,369 and after-tax net
loss of $940.
The accompanying consolidated statements of income for the fiscal year ended June 30, 2018 do not include any revenues and expenses
related to this acquisition prior to the acquisition date. The impact of this acquisition was considered immaterial to both the current and
prior periods of our consolidated financial statements and pro forma financial information has not been provided.
Bayside Business Solutions, Inc.
Effective July 1, 2015, the Company acquired all of the equity interests of Bayside Business Solutions, an Alabama-based company that
provides technology solutions and payment processing services primarily for the financial services industry, for $10,000 paid in cash. This
acquisition was funded using existing operating cash. The acquisition of Bayside Business Solutions expanded the Company’s presence
in commercial lending within the industry.
During fiscal 2016, the Company incurred $55 in costs related to the acquisition of Bayside Business Solutions. These costs included fees
for legal, valuation and other fees. These costs were included within general and administrative expenses.
The results of Bayside Business Solutions’ operations included in the Company’s consolidated statement of income for the twelve months
ended June 30, 2018 included revenue of $7,670 and after-tax net income of $1,620. For fiscal 2017, Bayside Business Solutions
contributed $6,536 to revenue, and $1,307 to after-tax net income. For fiscal 2016, Bayside Business Solutions contributed $4,273 to
revenue, and $303 after tax to net income.
The accompanying consolidated statements of income do not include any revenues and expenses related to this acquisition prior to
the acquisition date. The impact of this acquisition was considered immaterial to both the current and prior periods of our consolidated
financial statements and pro forma financial information has not been provided.
NOTE 13. REPORTABLE SEGMENT INFORMATION
The Company is a leading provider of technology solutions and payment processing services primarily for financial services organizations.
Beginning in the first quarter of fiscal 2018, JHA changed its reportable segment structure from two customer-centric segments, Bank and
Credit Union, to four product-centric segments. The change was made based on the view of our Chief Executive Officer, who is also our
Chief Operating Decision Maker, that the Company could be more effectively managed using a product-centric approach and was driven
by the first budgetary process under his administration.
The Company’s operations are classified into four reportable segments: Core, Payments, Complementary, and Corporate and Other.
The Core segment provides core information processing platforms to banks and credit unions, which consist of integrated applications
required to process deposit, loan, and general ledger transactions, and maintain centralized customer/member information. The Payments
segment provides secure payment processing tools and services, including ATM, debit, and credit card processing services, online and
mobile bill pay solutions, and risk management products and services. The Complementary segment provides additional software and
services that can be integrated with our core solutions or used independently. The Corporate & Other segment includes hardware revenue
and costs, as well as operating costs not directly attributable to the other three segments.
The Company evaluates the performance of its segments and allocates resources to them based on various factors, including performance
against trend, budget, and forecast. Only revenue and costs of revenue are considered in the evaluation for each segment.
The prior period presented has been retroactively recast to conform to the new segment structure adopted July 1, 2017.
50
2018 ANNUAL REPORTYear Ended June 30, 2018
Core
Payments
Complementary
Corporate &
Other
Total
REVENUE
Services and Support
$
527,722 $
48,407 $
350,495 $
51,797
$
Processing
Total Revenue
27,565
555,287
468,935
517,342
61,526
412,021
156
51,953
Cost of Revenue
248,215
244,718
169,793
210,916
Research and Development
Selling, General, and Administrative
Gain on Disposal of Businesses
Total Expenses
978,421
558,182
1,536,603
873,642
90,340
182,146
(1,894)
1,144,234
SEGMENT INCOME
$
307,072 $
272,624 $
242,228 $
(158,963)
OPERATING INCOME
INTEREST INCOME (EXPENSE)
INCOME BEFORE INCOME TAXES
392,369
(1,345)
$
391,024
Year Ended June 30, 2017
Core
Payments
Complementary
Corporate
& Other
Total
REVENUE
Services and Support
$
477,985 $
45,980
$
332,958 $
60,625 $
Processing
Total Revenue
25,013
502,998
435,645
481,625
52,787
385,745
124
60,749
Cost of Revenue
226,475
224,214
160,016
208,329
Research and Development
Selling, General, and Administrative
Gain on Disposal of Businesses
Total Expenses
917,548
513,569
1,431,117
819,034
84,753
162,898
(3,270)
1,063,415
SEGMENT INCOME
$
276,523 $
257,411 $
225,729 $
(147,580)
OPERATING INCOME
INTEREST INCOME (EXPENSE)
INCOME BEFORE INCOME TAXES
367,702
(748)
$
366,954
51
JACKHENRY.COMYear Ended June 30, 2016
Core
Payments
Complementary
Corporate
& Other
Total
REVENUE
Services and Support
$
427,882 $
45,270 $
302,258 $
95,421
$
Processing
Total Revenue
21,781
449,663
414,509
459,779
47,358
349,616
167
870,831
483,815
95,588
1,354,646
Cost of Revenue
Research and Development
Selling, General, and Administrative
Gain on Disposal of Businesses
Total Expenses
209,688
215,650
148,906
199,407
SEGMENT INCOME
$
239,975 $
244,129 $
200,710 $
(103,819)
OPERATING INCOME
INTEREST INCOME (EXPENSE)
773,651
81,234
157,593
(19,491)
992,987
361,659
(1,123)
INCOME BEFORE INCOME TAXES
$
360,536
The Company has not disclosed any additional asset information by segment, as the information is not produced internally and its
preparation is impracticable.
NOTE 14: SUBSEQUENT EVENTS
Dividends
On August 24, 2018, the Company’s Board of Directors declared a cash dividend of $0.37 per share on its common stock, payable on
October 2, 2018 to shareholders of record on September 11, 2018.
52
2018 ANNUAL REPORTQUARTERLY FINANCIAL INFORMATION
(unaudited)
Quarter 1
Quarter 2
Quarter 3
Quarter 4
Total
For the Year Ended June 30, 2018
REVENUE
$
359,934
$
374,756
$
384,684
$
417,229
$
1,536,603
EXPENSES
Cost of Revenue
Research & Development
Selling, General, & Administrative
Gain on disposal of businesses
Total Expenses
204,715
20,929
43,733
(1,705)
267,672
211,653
22,414
45,613
(189)
279,491
221,592
22,591
44,185
—
288,368
235,682
24,406
48,615
—
873,642
90,340
182,146
(1,894)
308,703
1,144,234
OPERATING INCOME
92,262
95,265
96,316
108,526
392,369
INTEREST INCOME (EXPENSE)
Interest income
Interest expense
Total interest income (expense)
147
(189)
(42)
146
(250)
(104)
130
(734)
(604)
152
(747)
(595)
575
(1,920)
(1,345)
INCOME BEFORE INCOME TAXES
92,220
95,161
95,712
107,931
391,024
PROVISION FOR INCOME TAXES
28,809
(60,413)
23,317
22,651
14,364
NET INCOME
Basic earnings per share
Basic weighted average shares outstanding
Diluted earnings per share
$
$
$
$
$
63,411
0.82
77,283
$
$
155,574
2.01
77,218
$
$
72,395
0.94
77,247
$
$
85,280
1.10
77,261
0.82
$
2.01
$
0.93
$
1.10
$
Diluted weighted average shares outstanding
77,646
77,565
77,546
77,585
376,660
4.88
77,252
4.85
77,585
53
JACKHENRY.COMQuarter 1
Quarter 2
Quarter 3
Quarter 4
Total
For the Year Ended June 30, 2017
REVENUE
$
345,028
$
348,553
$
353,767
$
383,769
$
1,431,117
EXPENSES
Cost of Revenue
Research & Development
Selling, General, & Administrative*
Gain on disposal of businesses*
Total Expenses
194,763
19,739
39,109
—
253,611
198,146
20,873
40,892
36
259,947
206,727
20,801
39,794
(2,286)
265,036
219,398
23,340
43,103
(1,020)
819,034
84,753
162,898
(3,270)
284,821
1,063,415
OPERATING INCOME
91,417
88,606
88,731
98,948
367,702
INTEREST INCOME (EXPENSE)
Interest income
Interest expense
Total interest income (expense)
108
(142)
(34)
60
(184)
(124)
42
(278)
(236)
38
(392)
(354)
248
(996)
(748)
INCOME BEFORE INCOME TAXES
91,383
88,482
88,495
98,594
366,954
PROVISION FOR INCOME TAXES
29,139
29,668
28,451
33,903
121,161
NET INCOME
Basic net income per share
Basic weighted average shares outstanding
Diluted net income per share
$
$
$
$
$
62,244
0.79
78,413
$
$
58,814
0.76
77,814
$
$
60,044
0.77
77,597
$
$
64,691
0.83
77,602
0.79
$
0.75
$
0.77
$
0.83
$
Diluted weighted average shares outstanding
78,844
78,180
77,932
78,064
245,793
3.16
77,856
3.14
78,255
*Gain on disposal of businesses was included in general and administrative expenses within the financial statements previously filed in the Company’s Quarterly Reports on
Form 10-Q for the first three quarters of fiscal 2017.
54
2018 ANNUAL REPORTT H I S P A G E L E F T B L A N K
55
JACKHENRY.COMB O A R D O F
D I R E C T O R S
John F. “Jack” Prim
CHAIRMAN OF THE BOARD
Former Chief Executive Officer, Jack Henry & Associates, Inc.
Monett, Missouri
David B. Foss
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Jack Henry & Associates, Inc.
Monett, Missouri
Matthew C. Flanigan
VICE CHAIRMAN AND LEAD DIRECTOR, JACK HENRY & ASSOCIATES, INC.
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Leggett & Platt, Incorporated
Carthage, Missouri
Tom H. Wilson, Jr.
MANAGING PARTNER
DecisionPoint Advisors, LLC
Charlotte, North Carolina
Jacqueline R. Fiegel
CHAIRMAN/CENTRAL OKLAHOMA AREA
Prosperity Bank
Oklahoma City, Oklahoma
Thomas A. Wimsett
CHAIRMAN AND MANAGING PARTNER
Wimsett & Company, LLC
Louisville, Kentucky
Laura G. Kelly
MANAGING DIRECTOR
CoreLogic
Irvine, California
Shruti S. Miyashiro
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Orange County’s Credit Union
Santa Ana, California
Wesley A. Brown
PRESIDENT
Bent St. Vrain & Company, LLC
Denver, Colorado
56
2018 ANNUAL REPORT
E X E C U T I V E O F F I C E R S
David B. Foss
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Kevin D. Williams
CHIEF FINANCIAL OFFICER AND TREASURER
Mark S. Forbis
EXECUTIVE VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER
Craig K. Morgan
GENERAL COUNSEL AND SECRETARY
Greg R. Adelson
VICE PRESIDENT OF JACK HENRY & ASSOCIATES AND GENERAL MANAGER OF JHA PAYMENT SOLUTIONS
Russ L. Bernthal
VICE PRESIDENT OF JACK HENRY & ASSOCIATES AND PRESIDENT OF PROFITSTARS
Ted I. Bilke
VICE PRESIDENT OF JACK HENRY & ASSOCIATES AND PRESIDENT OF SYMITAR
Ron L. Moses
VICE PRESIDENT OF JACK HENRY & ASSOCIATES AND GENERAL MANAGER OF CONSUMER AND
COMMERCIAL SOLUTIONS
Stacey E. Zengel
VICE PRESIDENT OF JACK HENRY & ASSOCIATES AND PRESIDENT OF JACK HENRY BANKING
A N N U A L M E E T I N G
The annual meeting of shareholders will be held on Thursday, November 15 at 11 a.m. CT at
City of Monett South Park Casino Building, 101 South Lincoln Ave., Monett, Missouri.
Fo rm 10 - K
A copy of the company’s Form 10-K is available upon request to the Chief Financial Officer at the
corporate headquarters address or from our website at www.jackhenry.com/financialinformation.
T ran s fer Agent a nd Reg istrar
Computershare Trust Company, N.A.
P.O. Box 30170
College Station, TX 77842-3170
M ail
663 Highway 60
P.O. Box 807
Monett, MO 65708
Phone
417-235-6652
Fa x
417-235-4281
o nline
jackhenry.com