Item 8. Financial Statements and Supplementary Data

**

Index to Financial Statements
Report of Independent Registered Public Accounting Firm		40
Management's Annual Report on Internal Control over Financial Reporting		41
Report of Independent Registered Public Accounting Firm		42
Financial Statements
	Consolidated Statements of Income,
	Years Ended June 30, 2009, 2008, and 2007	43
	Consolidated Balance Sheets, June 30, 2009 and 2008	44
	Consolidated Statements of Changes in Stockholders' Equity,
	Years Ended June 30, 2009, 2008, and 2007	45
	Consolidated Statements of Cash Flows,
	Years Ended June 30, 2009, 2008, and 2007	46
	Notes to Consolidated Financial Statements	47

Financial Statement Schedules

There are no schedules included because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

**

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

**

To the Board of Directors and Stockholders of Jack Henry & Associates, Inc. Monett, Missouri

We have audited the accompanying balance sheets of Jack Henry & Associates, Inc. and subsidiaries (the "Company") as of June 30, 2009 and 2008, and the related statements of income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, in fiscal 2008 the Company changed its method of accounting for income taxes to conform to FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109."

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of June 30, 2009, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 28, 2009 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

St. Louis, Missouri

August 28, 2009

**

MANAGEMENT'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. 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 accounting principles generally accepted in the United States of America.

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; provide reasonable assurance transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and receipts and expenditures 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 the end of the Company's 2009 fiscal year, 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 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined the Company's internal control over financial reporting as of June 30, 2009 was effective.

The Company's internal control over financial reporting as of June 30, 2009 has been audited by the Company's independent registered public accounting firm, as stated in their report appearing on the next page.

**

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

**

To the Board of Directors and Stockholders of Jack Henry & Associates, Inc. Monett, Missouri

We have audited the internal control over financial reporting of Jack Henry & Associates, Inc. and subsidiaries (the "Company") as of June 30, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible 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 an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2009, based on the criteria established in Internal Control-Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended June 30, 2009 of the Company and our report dated August 28, 2009 expressed an unqualified opinion, and includes an explanatory paragraph relating to a change in accounting for income taxes.

/s/ DELOITTE & TOUCHE LLP

St. Louis, Missouri

August 28, 2009

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
				YEAR ENDED JUNE 30,
				2009		2008		2007
REVENUE
	License		$	58,434	$	73,553	$	76,403
	Support and service			614,242		580,334		501,722
	Hardware			72,917		89,039		88,342
	Total			745,593		742,926		666,467
COST OF SALES
	Cost of license			6,885		6,698		4,277
	Cost of support and service			385,837		364,140		309,919
	Cost of hardware			53,472		64,862		65,469
	Total			446,194		435,700		379,665
	GROSS PROFIT			299,399		307,226		286,802
OPERATING EXPENSES
	Selling and marketing			54,931		55,916		50,195
	Research and development			42,901		43,326		35,962
	General and administrative			43,681		43,775		40,617
	Total			141,513		143,017		126,774
OPERATING INCOME				157,886		164,209		160,028
INTEREST INCOME (EXPENSE)
	Interest income			781		2,145		3,406
	Interest expense			(1,357)		(1,928)		(1,757)
	Total			(576)		217		1,649
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES				** 157,310**		164,426		161,677
PROVISION FOR INCOME TAXES				54,208		59,139		56,033
INCOME FROM CONTINUING OPERATIONS				103,102		105,287		105,644
DISCONTINUED OPERATIONS (Note 12)
	Loss from operations of discontinued component (including loss on disposal of 2,718 in 2008)			-		(4,175)		(1,474)
	Income tax benefit			-		3,110		511
	Loss on discontinued operations			-		(1,065)		(963)
NET INCOME			$	103,102	$	104,222	$	104,681
Continuing operations			$	1.22	$	1.17	$	1.15
Discontinued operations				-		(0.01)		(0.01)
Diluted net income per share			$	1.22	$	1.16	$	1.14
Diluted weighted average shares outstanding				84,830		89,702		92,032
Continuing operations			$	1.23	$	1.19	$	1.17
Discontinued operations				-		(0.01)		(0.01)
Basic net income per share			$	1.23	$	1.18	$	1.16
Basic weighted average shares outstanding				84,118		88,270		90,155
See notes to consolidated financial statements.

JACK HENRY & ASSOCIATES, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
			JUNE 30,
			2009		2008
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	118,251	$	65,565
	Investments, at amortized cost		1,000		997
	Receivables		192,733		213,947
	Income tax receivable		2,692		-
	Prepaid expenses and other		24,371		25,143
	Prepaid cost of product		19,717		19,515
	Deferred income taxes		882		4,590
	Total current assets		359,646		329,757
PROPERTY AND EQUIPMENT, net			237,778		239,005
OTHER ASSETS:
	Prepaid cost of product		6,793		9,584
	Computer software, net of amortization		82,679		74,943
	Other non-current assets		11,955		10,564
	Customer relationships, net of amortization		55,450		63,819
	Trade names		3,999		3,999
	Goodwill		292,400		289,373
	Total other assets		453,276		452,282
	Total assets	$	1,050,700	$	1,021,044
LIABILITES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable	$	8,206	$	6,946
	Accrued expenses		34,018		35,996
	Accrued income taxes		1,165		15,681
	Note payable and current maturities of capital leases		63,461		70,177
	Deferred revenues		237,557		212,375
	Total current liabilities		344,407		341,175
LONG TERM LIABILITIES:
	Deferred revenues		7,981		11,219
	Deferred income taxes		65,066		61,710
	Other long-term liabilities, net of current maturities		6,740		5,489
	Total long term liabilities		79,787		78,418
	Total liabilities		424,194		419,593
STOCKHOLDERS' EQUITY
	Preferred stock - $1 par value; 500,000 shares authorized, none issued		-		-
	Common stock - $0.01 par value: 250,000,000 shares authorized;
	Shares issued at 06/30/09 were 98,020,796
	Shares issued at 06/30/08 were 97,702,098		980		977
	Additional paid-in capital		298,378		291,120
	Retained earnings		636,733		560,534
	Less treasury stock at cost
	14,406,635 shares at 06/30/09, 11,301,045 shares at 06/30/08		(309,585)		(251,180)
	Total stockholders' equity		626,506		601,451
	Total liabilities and stockholders' equity	$	1,050,700	$	1,021,044
See notes to consolidated financial statements.

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands, Except Share and Per Share Data)
			YEAR ENDED JUNE 30,
			2009		2008		2007
PREFERRED SHARES:			-		-		-
COMMON SHARES:
	Shares, beginning of year		97,702,098		96,203,030		93,955,663
	Shares issued for equity-based payment arrangements		196,727		1,443,071		2,218,395
	Shares issued for Employee Stock Purchase Plan		121,971		55,997		28,972
	Shares, end of year		98,020,796		97,702,098		96,203,030
COMMON STOCK - PAR VALUE $0.01 PER SHARE:
	Balance, beginning of year	$	977	$	962	$	939
	Shares issued for equity-based payment arrangements		2		14		23
	Shares issued for Employee Stock Purchase Plan		1		1		-
	Balance, end of year	$	980	$	977	$	962
ADDITIONAL PAID-IN CAPITAL:
	Balance, beginning of year	$	291,120	$	262,742	$	224,195
	Shares issued upon exercise of stock options		1,882		19,151		28,557
	Shares issued for Employee Stock Purchase Plan		1,888		1,228		632
	Tax benefits from share-based compensation		1,216		6,555		8,355
	Stock-based compensation expense		2,272		1,444		1,003
	Balance, end of year	$	298,378	$	291,120	$	262,742
RETAINED EARNINGS:
	Balance, beginning of year	$	560,534	$	484,845	$	401,849
	Net income		103,102		104,222		104,681
	FASB Interpretation No. 48 transition amount		-		(3,850)		-
	Dividends (2009-$0.32 per share;
	2008- $0.28 per share; 2007-$0.24 per share)		(26,903)		(24,683)		(21,685)
	Balance, end of year	$	636,733	$	560,534	$	484,845
TREASURY STOCK:
	Balance, beginning of year	$	(251,180)	$	(150,184)	$	(51,771)
	Purchase of treasury shares		(58,405)		(100,996)		(98,413)
	Balance, end of year	$	(309,585)	$	(251,180)	$	(150,184)
TOTAL STOCKHOLDERS' EQUITY		$	626,506	$	601,451	$	598,365
See notes to consolidated financial statements.

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
				YEAR ENDED JUNE 30,
				2009		2008		2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income			$	103,102	$	104,222	$	104,681
Adjustments to reconcile net income from operations
	to cash from operating activities:
	Depreciation			38,859		40,195		36,427
	Amortization			25,288		21,811		14,527
	Deferred income taxes			7,047		5,320		4,239
	Expense for stock-based compensation			2,272		1,444		1,003
	Loss on property and equipment (including 6/30/08 loss on
	discontinued operations)			938		1,683		167
	Other, net			(7)		(33)		(15)
Changes in operating assets and liabilities, net of acquisitions:
	Receivables			21,214		(2,913)		(28,853)
	Prepaid expenses, prepaid cost of product, and other			1,969		9,670		(2,987)
	Accounts payable			1,260		(4,951)		(3,050)
	Accrued expenses			(2,430)		541		5,667
	Income taxes			(14,867)		(1,088)		17,865
	Deferred revenues			21,943		5,100		24,576
	Net cash from operating activities			206,588		181,001		174,247
CASH FLOWS FROM INVESTING ACTIVITIES:
	Payment for acquisitions, net of cash acquired			(3,027)		(49,324)		(39,307)
	Capital expenditures			(31,562)		(31,105)		(34,202)
	Purchase of investments			(2,996)		(1,975)		(3,603)
	Proceeds from sale of property and equipment			42		2,098		25
	Proceeds from investments			3,000		2,000		4,810
	Computer software developed			(24,684)		(23,736)		(20,743)
	Other, net			0		(106)		109
	Net cash from investing activities			(59,227)		(102,148)		(92,911)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of common stock upon
	exercise of stock options			2,720		19,165		28,580
	Minimum tax withholding payments related to option exercises			(836)		-		-
	Proceeds from sale of common stock, net			1,889		1,229		632
	Borrowings under lines of credit			76,692		145,097		115,595
	Repayments under lines of credit			(90,181)		(145,526)		(96,207)
	Excess tax benefits from stock-based compensation			349		3,809		4,640
	Purchase of treasury stock			(58,405)		(100,996)		(98,413)
	Dividends paid			(26,903)		(24,683)		(21,685)
	Net cash from financing activities			(94,675)		(101,905)		(66,858)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			$	52,686	$	(23,052)	$	14,478
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			$	65,565	$	88,617	$	74,139
CASH AND CASH EQUIVALENTS, END OF YEAR			$	118,251	$	65,565	$	88,617
See notes to consolidated financial statements.

**JACK 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 leading 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) and by providing the conversion and software implementation services for financial institutions to utilize JHA software systems, and by providing other related services. JHA provides continuing support and services to customers using in-house or outsourced systems.

CONSOLIDATION

The consolidated financial statements include the accounts of JHA and all of its subsidiaries, which are wholly-owned, and all significant intercompany accounts and transactions have been eliminated.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

REVENUE RECOGNITION

The Company derives revenue from the following sources: license fees, support and service fees and hardware sales. There are no rights of return, condition of acceptance or price protection in the Company's sales contracts.

License Fee Revenue: For software license agreements that do not require significant modification or customization of the software, the Company recognizes software license revenue when persuasive evidence of an arrangement exists, delivery of the product has occurred, the license fee is fixed and determinable and collection is probable. The Company's software license agreements generally include multiple products and services or "elements." None of these elements are deemed to be essential to the functionality of the other elements. Statement of Position ("SOP") 97-2, "Software Revenue Recognition," as amended, generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on vendor-specific objective evidence ("VSOE") of fair value. Fair value is determined for license fees based upon the price charged when sold separately or, if the product is not yet sold separately, the price determined by management with relevant authority. In the event that we determine that VSOE does not exist for one or more of the delivered elements of a software arrangement, but does exist for all of the undelivered elements, revenue is recognized using the residual method allowed by SOP 98-9, "Software Revenue Recognition, with Respect to Certain Transactions". Under the residual method, a residual amount of the total arrangement fee is recognized as revenue for the delivered elements after the established fair value of all undelivered elements has been deducted.

Support and Service Fee Revenue: Implementation services are generally for installation, training, implementation, and configuration. These services are not considered essential to the functionality of the related software. VSOE of fair value is established by pricing used when these services are sold separately or, if the services are not yet sold separately, the price determined by management with relevant authority. Generally revenue is recognized when services are completed. On certain larger implementations, revenue is recognized based on milestones during the implementation. Milestones are triggered by tasks completed or based on direct labor hours.

Maintenance support revenue is recognized pro-rata over the contract period, typically one year. VSOE of fair value is determined based on contract renewal rates.

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. Some of our hardware revenues are derived under "arrangements" as defined by SOP 97-2. To the extent hardware revenue is subject to SOP 97-2 and is not deemed essential to the functionality of any of the other elements to the arrangement, it is recognized based on VSOE of fair value at the time of delivery. For these transactions, the Company follows the guidance provided in Emerging Issues Task Force Issue ("EITF") No. 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent." Based upon the indicators provided within this consensus, the Company records the revenue related to our drop-ship transactions at gross and the related costs are included in cost of hardware. The Company also remarkets maintenance contracts on hardware to our customers. Hardware maintenance revenue is recognized ratably over the agreement period.

PREPAID COST OF PRODUCT

Costs for remarketed hardware and software maintenance contracts, which are prepaid, are recognized ratably over the life of the contract, generally one to five years, with the related revenue amortized from deferred revenues.

DEFERRED REVENUES

Deferred revenues consist primarily of prepaid annual software support fees and prepaid hardware maintenance fees. Hardware maintenance contracts are multi-year; therefore, the deferred revenue and maintenance are classified in accordance with the terms of the contract. Software and hardware deposits received are also reflected as deferred revenues.

COMPUTER SOFTWARE DEVELOPMENT

The Company capitalizes new product development costs incurred 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. The Company's amortization policy for these capitalized costs is to amortize the costs in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed". Generally, 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.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents.

INVESTMENTS

The Company invests its cash that is not required for current operations primarily in U.S. government securities and money market accounts. The Company has the positive intent and ability to hold its debt securities until maturity and accordingly, these securities are classified as held-to-maturity and are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income using the level-yield method over the period to maturity. The held-to-maturity securities typically mature in less than one year. Interest on investments in debt securities is included in income when earned.

The amortized cost of held-to-maturity securities is $1,000 and $997 at June 30, 2009 and 2008, respectively. Fair values of these securities did not differ significantly from amortized cost due to the nature of the securities and minor interest rate fluctuations during the periods.

PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

Property and equipment is stated at cost and depreciated principally 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 goodwill and trade names, over an estimated economic benefit period, generally five to twenty years, using the straight-line method.

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 and trade names 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.

COMPREHENSIVE INCOME

Comprehensive income for each of the years ended June 30, 2009, 2008 and 2007 equals the Company's net income.

BUSINESS SEGMENT INFORMATION

In accordance with SFAS No. 131, "Disclosure About Segments of an Enterprise and Related Information", the Company's operations are classified as two business segments: bank systems and services and credit union systems and services (see Note 14). Revenue by type of product and service is presented on the face of the consolidated statements of income. 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 of short-term borrowings on its existing credit facility. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2008, there were 11,301 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,690 additional shares. On August 25, 2008, the Company's Board of Directors approved a 5,000 share increase to the stock repurchase authorization. During fiscal 2009, the Company repurchased 3,106 treasury shares for $58,405. The total cost of treasury shares at June 30, 2009 is $309,585. At June 30, 2009, there were 14,407 shares in treasury stock and the Company had the authority to repurchase up to 5,584 additional shares.

INCOME PER SHARE

Per share information is based on the weighted average number of common shares outstanding during the year. Stock options 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 (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.

On July 1, 2007, the Company adopted the provisions of FIN 48_,_ which provides a financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under FIN 48, 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 benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, under FIN 48, 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

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement on Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP and requires enhanced disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements. Relative to SFAS 157, the FASB issued Staff Positions ("FSP") 157-1, 157-2, 157-3 and 157-4. FSP 157-1 amends SFAS 157 to exclude SFAS No. 13, "Accounting for Leases" ("SFAS 13"), and its related interpretive accounting pronouncements that address leasing transactions. FSP 157-2 delayed the effective date of the application of SFAS 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. FSP 157-3 clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key considerations in determining fair value of a financial asset when the market for that financial asset is not active. FSP 157-4 provides guidelines for a broad interpretation of when to apply market-based fair value measurements, requiring judgment to determine when a market has become inactive and in determining fair values in markets that are no longer active. SFAS 157 was effective for the Company beginning on July 1, 2008. Its adoption did not have a material impact on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations," ("SFAS 141(R)") which replaces SFAS No. 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquire and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users of the financial statements to evaluate the nature and financial effects of the business combination. Relative to SFAS 141(R), the FASB issued FSP 141(R)-1 on April 1, 2009. FSP 141(R)-1 eliminates the requirement under FAS 141(R) to record assets or liabilities at the acquisition date for noncontractual contingencies at fair value where it is deemed "more-likely-than-not" that an asset or liability would result. Under FSP 141(R)-1, such assets and liabilities would only need to be recorded where the fair value can be determined during the measurement period or where it is probable that an asset or liability exists at the acquisition date and the amount of fair value can be reasonably determined. SFAS 141(R) is effective for the Company on July 1, 2009. SFAS 141(R) will have an impact on the Company's accounting for business combinations on a prospective basis once adopted; however, the materiality of that impact cannot be determined at this time.

In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). This pronouncement amends SFAS No. 142, regarding the factors that should be considered in developing the useful lives for intangible assets with renewal or extension provisions. FSP 142-3 requires an entity to consider its own historical experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, when determining the useful life of an intangible asset. In the absence of such experience, an entity shall consider the assumptions that market participants would use about renewal or extension, adjusted for entity-specific factors. FSP 142-3 also requires an entity to disclose information regarding the extent to which the expected future cash flows associated with an intangible asset are affected by the entity's intent and/or ability to renew or extend the arrangement. FSP 142-3 will be effective for qualifying intangible assets acquired by the Company on or after July 1, 2009. The application of FSP 142-3 is not expected to have a material impact on the Company's financial statements; however, it could impact future transactions entered into by the Company.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162" ("SFAS 168"), which establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles. SFAS 168 explicitly recognizes rules and interpretive releases of the SEC under federal securities laws as authoritative GAAP for SEC registrants. SFAS 168 will become effective in the first fiscal quarter of fiscal 2010 and is not expected to have a material impact on the Company's financial statements.

NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair values for held-to-maturity securities are based on quoted market prices. For all other financial instruments, including amounts receivable or payable and short-term and long-term borrowings, fair values approximate carrying value, based on the short-term nature of the assets and liabilities and the variability of the interest rates on the borrowings.

NOTE 3: PROPERTY AND EQUIPMENT

The classification of property and equipment, together with their estimated useful lives is as follows:

		June 30,
		2009		2008		Estimated Useful Life
Land	$	24,411	$	24,411
Land improvements		19,845		19,826		5-20 years
Buildings		99,400		97,594		25-30 years
Leasehold improvements		21,946		21,995		5-10 years (1)
Equipment and furniture		194,149		179,613		5-8 years
Aircraft and equipment		40,060		38,874		8-10 years
Construction in progress		16,694		4,995
		416,505		387,308
Less accumulated depreciation		178,727		148,303
Property and equipment, net	$	237,778	$	239,005
(1) Lesser of lease term or estimated useful life

The Company had material commitments to purchase property and equipment related to the construction of a new facility in Springfield, Missouri, totaling $24,382 at June 30, 2009. There were no material commitments to purchase property and equipment at June 30, 2008. Property and equipment included $273 and $455 that was in accrued liabilities at June 30, 2009 and 2008, respectively. Also, during fiscal 2009, the Company acquired $6,748 of computer equipment through a capital lease. These amounts were excluded from capital expenditures on the statement of cash flows.

NOTE 4: OTHER ASSETS

Changes in the carrying amount of goodwill for the years ended June 30, 2009 and 2008, by reportable segments, are:

		Banking		Credit Union
		Systems		Systems and
		and Services		Services		Total
Balance, as of July 1, 2007	$	224,065	$	24,798	$	248,863
Goodwill acquired during the year		40,510		-		40,510
Balance, as of June 30, 2008		264,575		24,798		289,373
Goodwill acquired during the year		3,027		-		3,027
Balance, as of June 30, 2009	$	267,602	$	24,798	$	292,400

The Banking Systems and Services segment additions for fiscal 2009 relate primarily to the ultimate resolution of contingent consideration amounts for the acquisitions of RPM Intelligence, LLC, and AudioTel Corporation. The additions for fiscal 2008 relate primarily to the acquisitions of Gladiator Technology Services, Inc. and AudioTel Corporation. See Note 13-Business Acquisitions for further details.

Information regarding other identifiable intangible assets is as follows:

		June 30,
		2009						2008
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Customer relationships	$	126,244	$	(70,794)	$	55,450	$	126,245	$	(62,426)	$	63,819
Trade names		3,999		-		3,999		3,999		-		3,999
Totals	$	130,243	$	(70,794)	$	59,449	$	130,244	$	(62,426)	$	67,818

Trade names have been determined to have indefinite lives and are not amortized. Customer relationships have lives ranging from five to 20 years.

Computer software includes the unamortized cost of software products developed or acquired by the Company, which are capitalized and amortized over useful lives ranging from five to ten years.

Following is an analysis of the computer software capitalized:

		Carrying		Accumulated
		Amount		Amortization		Total
Balance, July 1, 2007	$	77,367	$	(18,177)	$	59,190
Acquired software		5,728		-		5,728
Capitalized development cost		23,736		-		23,736
Disposals		(2,199)		1,993		(206)
Amortization expense		-		(13,505)		(13,505)
Balance, June 30, 2008		104,632		(29,689)		74,943
Acquired software		-		-		-
Capitalized development cost		24,684		-		24,684
Disposals		(45)		17		(28)
Amortization expense		-		(16,920)		(16,920)
Balance, June 30, 2009	$	129,271	$	(46,592)	$	82,679

Amortization expense for all intangible assets was $25,288, $21,811 and $14,527 for the fiscal years ended June 30, 2009, 2008, and 2007, respectively. The estimated aggregate future amortization expense for each of the next five years for all intangible assets remaining as of June 30, 2009, is as follows:

		Customer
Year		Relationships		Software		Total
2010		8,236		17,596		25,832
2011		7,673		16,876		24,549
2012		6,647		12,688		19,335
2013		5,282		6,690		11,972
2014		5,282		2,716		7,998

NOTE 5: DEBT

The Company renewed a bank credit line on April 28, 2008 which provides for funding of up to $5,000 and bears interest at the bank's prime rate less 1% (2.25% at June 30, 2009). The credit line matures on April 29, 2010. At June 30, 2009, no amount was outstanding.

The Company renewed a credit line on March 7, 2009 which provides for funding of up to $8,000 and bears interest at the Federal Reserve Board's prime rate (3.25% at June 30, 2009). The credit line expires March 7, 2010 and is secured by $1,000 of investments. There were no outstanding amounts at June 30, 2009.

An unsecured revolving bank credit facility allows short-term borrowings of up to $150,000, which may be increased by the Company at any time until maturity to $225,000. The unsecured revolving bank credit facility bears interest at a rate equal to (a) LIBOR or (b) an alternate base rate (the greater of (a) the Federal Funds Rate plus 0.5% or (b) the Prime Rate), plus an applicable percentage in each case determined by the Company's leverage ratio. The unsecured revolving credit line terminates May 31, 2012. At June 30, 2009, the outstanding revolving bank credit facility balance was $60,000. This outstanding balance bears interest at a weighted average rate of 0.73%. This credit line is subject to various financial covenants that require the Company to maintain certain financial ratios as defined in the agreement. As of June 30, 2009, the Company was in compliance with all such covenants.

The Company has entered into various capital lease obligations for the use of certain computer equipment. Included in property and equipment are related assets of $6,907, less accumulated depreciation of $877. At June 30, 2009, $3,461 was outstanding, all of which will be maturing in the next twelve months.

The Company paid interest of $1,606, $2,521, and $1,975 in 2009, 2008, and 2007 respectively. During fiscal 2009, the Company incurred a total of $1,468 of interest, $111 of which was capitalized.

NOTE 6: LEASE COMMITMENTS

The Company leases certain property under operating leases which expire over the next 9 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, but most real estate leases have one or more renewal options. Certain leases on real estate are subject to annual escalations for increases in operating expenses and property taxes.

As of June 30, 2009, net future minimum lease payments are as follows:

Years Ending June 30,			Lease Payments
2010			$	8,759
2011				5,053
2012				2,941
2013				2,392
2014				2,127
Thereafter				3,388
Total			$	24,660

Rent expense was $8,314, $7,895, and $5,797 in 2009, 2008, and 2007, respectively.

NOTE 7: INCOME TAXES

The provision for income taxes from continuing operations consists of the following:

			Year ended June 30,
			2009		2008		2007
Current:
	Federal	$	39,616	$	48,472	$	46,369
	State		7,527		5,347		5,425
Deferred:
	Federal		7,345		4,972		4,080
	State		(280)		348		159
		$	54,208	$	59,139	$	56,033

The tax effects of temporary differences related to deferred taxes shown on the balance sheets were:

					June 30,
					2009		2008
Deferred tax assets:
	Deferred revenue			$	577	$	6,286
	Expense reserves (bad debts, insurance,
	franchise tax and vacation)				1,834		2,670
	Capital loss carryforward				-		2,168
	Net operating loss carryforwards				401		-
	Other, net				2,273		2,580
					5,085		13,704
Deferred tax liabilities:
	Accelerated tax depreciation				(20,579)		(20,105)
	Accelerated tax amortization				(47,995)		(45,359)
	Other, net				(418)		(5,360)
					(68,992)		(70,824)
Net deferred tax liability before valuation allowance					(63,907)		(57,120)
Valuation allowance					(277)		-
Net deferred tax liability				$	(64,184)	$	(57,120)

The deferred taxes are classified on the balance sheets as follows:

			June 30,
			2009		2008
Deferred income taxes (current)		$	882	$	4,590
Deferred income taxes (long-term)			(65,066)		(61,710)
		$	(64,184)	$	(57,120)

The following analysis reconciles the statutory federal income tax rate to the effective income tax rates reflected above:

				Year Ended June 30,
				2009		2008		2007
Computed "expected" tax expense				35.0%		35.0%		35.0%
Increase (reduction) in taxes resulting from:
	State income taxes,
	net of federal income tax benefits			2.7%		2.3%		2.3%
	Research and development credit			-3.0%		-1.0%		-2.7%
	Permanent book/tax differences			-0.4%		-0.3%		0.0%
	Valuation Allowance			0.2%		0.0%		0.0%
	Other (net)			0.0%		0.0%		0.1%
				34.5%		36.0%		34.7%

The effective income tax rate for fiscal year 2009 decreased from the fiscal year 2008 tax rate due primarily to the renewal of the Research and Experimentation Credit ("R&E Credit"), during fiscal year 2009, retroactive to January 1, 2008. Renewal of this credit had a significant tax benefit in fiscal year 2009 since retroactive renewal required the recording of an additional six months of credit during fiscal year 2009 related to fiscal year 2008.

As of June 30, 2009, the Company had net operating loss carryforwards of $401. These losses have varying expiration dates, ranging from 2012 to 2028. Based on state tax rules which restrict our usage of these losses, we believe it is more likely than not that $277 of these losses will expire unutilized. Accordingly, a valuation allowance of $277 has been recorded against these assets as of June 30, 2009.

The Company paid income taxes of $62,965, $51,709, and $28,887 in 2009, 2008, and 2007, respectively.

Adopting FIN 48 had the following impact on our financial statements: decreased retained earnings by $3,850 and increased long term liabilities by $3,850.

At June 30, 2008, the Company had $4,055 of unrecognized tax benefits. At June 30, 2009, the Company had $5,518 of unrecognized tax benefits, of which, $4,163, if recognized, would affect our effective tax rate. We had accrued interest and penalties of $732 and $738 related to uncertain tax positions at June 30, 2009 and 2008, respectively.

A reconciliation of the unrecognized tax benefits for the years ended June 30, 2009 and 2008 follows:

						Unrecognized Tax Benefits
Balance at July 1, 2007					$	5,838
Additions for current year tax positions						671
Reductions for prior year tax positions						(2,131)
Reductions related to expirations of statute of limitations						(323)
Balance at June 30, 2008						4,055
Additions for current year tax positions						1,044
Additions for prior year tax positions						2,052
Reductions for prior year tax positions						(110)
Settlements						(936)
Reductions related to expirations of statute of limitations						(587)
Balance at June 30, 2009					$	5,518

During the fiscal year ended June 30, 2008, the Internal Revenue Service concluded its examination of the Company's U.S. federal income tax returns for fiscal years ended June 2005 through 2006. However, the U.S. federal and state income tax returns for June 30, 2006 and all subsequent fiscal years still remain subject to examination as of June 30, 2009 under statute of limitations rules. We anticipate potential changes resulting from the expiration of statutes of limitations of up to $740 could reduce the unrecognized tax benefits balance within twelve months of June 30, 2009.

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, 2009, 2008 and 2007) are maintained for potential credit losses.

In addition, the Company purchases most of its computer hardware and related maintenance for resale in relation to installation of JHA software systems from two suppliers. There are a limited number of hardware suppliers for these required items. If these relationships were terminated, it could have a significant negative impact on the future operations of the Company.

NOTE 9: STOCK BASED COMPENSATION PLANS

The Company previously issued options to employees under the 1996 Stock Option Plan ("1996 SOP") and currently issues options to outside directors under the 2005 Non-Qualified Stock Option Plan ("2005 NSOP").

**

1996 SOP

**

The 1996 SOP was adopted by the Company on October 29, 1996, for its employees. Terms and vesting periods of the options were determined by the Compensation Committee of the Board of Directors when granted and for options outstanding include vesting periods up to four years. Shares of common stock were reserved for issuance under this plan at the time of each grant, which must be at or above fair market value of the stock at the grant date. The options terminate 30 days after termination of employment, three months after retirement, one year after death or 10 years after the date of grant. In October 2002, the stockholders approved an increase in the number of stock options available from 13.0 million to 18.0 million shares. The plan terminated by its terms on October 29, 2006, although options previously granted under the 1996 SOP are still outstanding and vested.

**

2005 NSOP

**

The NSOP was adopted by the Company on September 23, 2005, for its outside directors. Generally, options are exercisable beginning six months after grant at an exercise price equal to 100% of 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 have been reserved for issuance under this plan with a maximum of 100 for each director. As of June 30, 2009, there were 530 shares available for future grants under the plan.

A summary of option plan activity under the plans is as follows:

			Weighted
	Number of		Average		Aggregate
	Shares		Exercise Price		Intrinsic Value
Outstanding July 1, 2006	7,700		$15.34
Granted	30		21.79
Forfeited	(123)		21.22
Exercised	(2,218)		12.90
Outstanding June 30, 2007	5,389		16.24
Granted	50		28.52
Forfeited	(8)		24.64
Exercised	(1,454)		13.38
Outstanding June 30, 2008	3,977		17.42
Granted	50		17.45
Forfeited	(19)		20.77
Exercised	(248)		12.28
Outstanding June 30, 2009	3,760		$17.75		$15,468
Vested and Expected to Vest June 30, 2009	3,760		$17.75		$15,468
Exercisable June 30, 2009	3,729		$17.71		$15,421

The weighted-average fair value of options granted during fiscal 2009, fiscal 2008 and fiscal 2007 was $7.87, $11.83, and $10.43, respectively. The only options granted during fiscal years 2009, 2008 and 2007 were to non-employee members of the Company's board of directors. The assumptions used in estimating fair value and resulting compensation expenses are as follows:

		Year Ended June 30,
		2009		2008		2007
Weighted Average Assumptions:
Expected life (years)		3.72		7.41		7.41
Volatility		30%		28%		37%
Risk free interest rate		1.4%		4.1%		4.7%
Dividend yield		1.72%		0.98%		0.96%

The option pricing model 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. When estimating fair value, some of the assumptions were based on or determined from external data (for example, the risk-free interest rate) and other assumptions were derived from our historical experience with share-based payment arrangements (e.g., volatility, expected life and dividend yield). The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

Our pre-tax operating income for the years ended June 30, 2009, 2008 and 2007 includes $2,272, $1,444 and $1,003 of stock-based compensation costs, respectively. The total cost for the year ended June 30, 2009 and 2008 includes $1,620 and $871 relating to the restricted stock plan, respectively. There was no such cost for 2007.

As of June 30, 2009, there was $77 of total unrecognized compensation costs related to stock options that have not yet vested. These costs are expected to be recognized over a weighted average period of 0.73 years. The weighted average remaining contractual term on options currently exercisable as of June 30, 2009 was 2.32 years.

Following is an analysis of stock options outstanding and exercisable as of June 30, 2009:

Range of						Weighted-Average Remaining		Weighted-Average
Exercise Prices		Shares				Contractural Life in Years		Exercise Price
		Outstanding		Exercisable		Outstanding		Outstanding		Exercisable
$ 9.44 - $10.83		25		25		0.28		$ 9.44		$ 9.44
$10.84 - $11.50		865		865		3.77		10.84		10.84
$11.51 - $16.87		55		55		3.21		13.04		13.04
$16.88 - $17.38		1,398		1,398		0.76		16.88		16.88
$17.39 - $21.52		573		557		3.75		19.58		19.63
$21.53 - $25.71		407		404		2.78		23.33		23.34
$25.72 - $28.62		395		383		2.67		27.54		27.51
$28.63 - $29.62		29		29		1.68		28.88		28.88
$29.63 - $29.99		10		10		1.43		29.63		29.63
$30.00 - $30.00		3		3		1.93		30.00		30.00
$ 9.44 - $30.00		3,760		3,729		2.37		$ 17.75		$ 17.71

The income tax benefits from stock option exercises totaled $1,233 for the year ended June 30, 2009.

The total intrinsic value of options exercised was $1,999, $18,010 and $22,643 for the fiscal years ended June 30, 2009, 2008 and 2007, respectively.

**

RESTRICTED STOCK PLAN

**

The Restricted Stock Plan was adopted by the Company on November 1, 2005, for its employees. Up to 3,000 shares of common stock are available for issuance under the plan. Upon issuance, shares of restricted stock are subject to forfeiture and to restrictions which limit the sale or transfer of the shares during the restriction period. The restrictions will be lifted over periods ranging from three to seven years from grant date. On certain awards, the restrictions may be lifted sooner if certain targets for shareholder return are met.

The following table summarizes non-vested share awards as of June 30, 2009, as well as activity for the year then ended:

		Shares		Weighted Average Grant Date Fair Value
Non-vested shares at July 1, 2007		-		$ -
Granted		133		24.86
Vested		-		-
Forfeited		(3)		24.50
Non-vested shares at June 30, 2008		130		24.87
Granted		146		19.04
Vested		(9)		25.60
Forfeited		-		-
Non-vested shares at June 30, 2009		267		$ 21.66

The non-vested shares will not participate in dividends during the restriction period. As a result, the weighted-average fair value of the non-vested share awards is 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.

At June 30, 2009, there was $3,567 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 2.50 years.

NOTE 10: EARNINGS PER SHARE

The following table reflects the reconciliation between basic and diluted net income per share:

			Year Ended June 30,
			2009		2008		2007
Income from continuing operations		$	103,102	$	105,287	$	105,644
Discontinued Operations			-		(1,065)		(963)
	Net Income	$	103,102	$	104,222	$	104,681
Common share information:
	Weighted average shares outstanding for basic EPS		84,118		88,270		90,155
	Dilutive effect of stock options		712		1,432		1,877
Shares for diluted EPS			84,830		89,702		92,032
Basic Earnings per Share:
	Income from continuing operations	$	1.23	$	1.19	$	1.17
	Discontinued operations		-		(0.01)		(0.01)
Basic Earnings per Share		$	1.23	$	1.18	$	1.16
Diluted Earnings per Share:
	Income from continuing operations	$	1.22	$	1.17	$	1.15
	Discontinued operations		-		(0.01)		(0.01)
Diluted Earnings per Share		$	1.22	$	1.16	$	1.14

Stock options to purchase approximately 1,267 shares for fiscal 2009, 536 shares for fiscal 2008, and 772 shares for fiscal 2007, were not dilutive and therefore, were not included in the computations of diluted income per common share amounts.

NOTE 11: EMPLOYEE BENEFIT PLANS

The Company established an employee stock purchase plan in 2006. The plan originally allowed the majority of employees the opportunity to directly purchase shares of the Company at a 5% discount. On October 30, 2007, the shareholders approved an amendment to the plan that increased the discount to 15% beginning January 1, 2008. With this amendment, the plan no longer met the criteria as a non-compensatory plan. As a result, beginning January 1, 2008, the Company began recording the total dollar value of the stock discount given to employees under the plan as expense. Total expense recorded by the Company under the plan for the year ended June 30, 2009 and 2008 was $333 and $125, respectively.

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 compensation subject to a maximum of $5 per year. 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 $8,341, $7,937, and $7,148 for fiscal 2009, 2008, and 2007, respectively.

NOTE 12: DISCONTINUED OPERATIONS

On June 30, 2008, the Company sold its insurance agency outsourcing business, Banc Insurance Services, Inc. ("BIS") and Banc Insurance Agency, Inc. ("BIA"), to the division's management team and a private equity group for a nominal amount. The transaction resulted in a pre-tax loss of $2,718.

In accordance with the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets," the results of operations of this business for the current and prior periods have been reported as discontinued operations. The divesture of this business was made as a result of poorer than expected operating results.

The insurance agency outsourcing business provided turnkey outsourced insurance agency solutions for financial institutions. Operations of the business, which were formerly included in the Bank Systems and Services segment, are summarized as follows:

		Year Ended June 30,
		2008		2007
Revenue	$	1,680	$	1,595
Loss before income taxes		(1,457)		(1,474)
Income tax benefit		536		511
Net loss from discontinued operations		(921)		(963)
Less loss on disposal, net of income taxes		(144)		-
Loss on discontinued operations	$	(1,065)	$	(963)

Assets and liabilities of the insurance agency outsourcing business before disposal, were as follows:

		June 30, 2008
Cash	$	656
Accounts receivable		688
Other assets		90
Property and equipment, net		1,007
Total assets		2,441
Accounts payable and other		194
Total liabilities	$	194

In connection with the sale, the Company accrued $471 lease loss, net of estimated subleases.

NOTE 13: BUSINESS ACQUISITIONS

Fiscal 2008 Acquisitions:

On July 1, 2007, the Company acquired all of the capital stock of Gladiator Technology Services, Inc. ("Gladiator"). Gladiator is a provider of technology security services for financial institutions. The purchase price for Gladiator, $17,425 paid in cash, was allocated to the assets and liabilities acquired based on then-estimated fair values at the acquisition date, resulting in an allocation of $(729) to working capital, $799 to property and equipment, $4,859 to customer relationships, and $12,496 to goodwill. The acquired goodwill has been allocated to the banking systems and services segment. The Company and the former shareholders of Gladiator jointly made an IRC Section 338(h)(10) election for this acquisition. This election allows treatment of this acquisition as an asset acquisition, which permits the Company to amortize the customer relationships and goodwill for tax purposes.

On October 1, 2007, the Company acquired all of the capital stock of AudioTel Corporation ("AudioTel"). AudioTel is a provider of remittance, merchant capture, check imaging, document imaging and management, and telephone and internet banking solutions. The purchase price for AudioTel, $32,092 paid in cash, was preliminarily allocated to the assets and liabilities acquired based upon then-estimated fair values at the acquisition date, resulting in an allocation of $(2,634) to working capital, $528 to property and equipment, $6,017 to customer relationships, $5,728 to capitalized software, $(4,346) to deferred taxes, and $26,799 to goodwill. As part of the purchase agreement, $3,000 of consideration was contingent upon the achievement of operating income targets over the two-year period ending on September 30, 2009. During the third quarter of fiscal 2009, the Company and the former shareholders of AudioTel agreed to amend the purchase agreement to fully settle the contingency for $15. The acquired goodwill has been allocated to the banking systems and services segment and is non-deductible for tax purposes.

Fiscal 2007 Acquisition:

On November 1, 2006, the Company acquired all of the capital stock of Margin Maximizer Group, Inc., which does business as US Banking Alliance ("USBA"). USBA is a leading provider of loan and deposit pricing software and related consulting services to banks and credit unions. The purchase price for USBA, $34,006 paid in cash, was allocated to the assets and liabilities acquired based on then estimated fair values at the acquisition date, resulting in an allocation of $(2,147) to working capital, $69 to property and equipment, $2,515 to capitalized software, $4,705 to customer relationships, and $28,864 to goodwill. The capitalized software and customer relationships have weighted-average useful lives of approximately 5 years. The acquired goodwill has been allocated to the bank systems and services segment. The Company and the former shareholders of Margin Maximizer Group, Inc. jointly made a Section 338(h)(10) election for this acquisition. This election allows treatment of this acquisition as an asset acquisition, which permits the Company to amortize the capitalized software, customer relationships and goodwill for tax purposes. The results of USBA's operations have been included with the Company's from the date of acquisition, November 1, 2006, to the end of the period.

Fiscal 2005 Acquisition:

On January 1, 2005, the Company acquired all of the membership interests in RPM Intelligence, LLC, doing business as Stratika ("Stratika"). Stratika provides customer and product profitability solutions for financial institutions. As part of the original agreement, there was contingent purchase consideration of up to $9,752 that may have been paid to the former members based upon the net operating income of Stratika. In fiscal 2006, $248 was paid to the former members of Stratika as part of this contingent consideration. During the first quarter of fiscal 2009, the Company paid $3,000 in full settlement of the remaining contingency. These amounts were included in goodwill. The acquired goodwill has been allocated to the bank segment and is deductible for federal income tax.

The accompanying consolidated statements of income for the fiscal years ended June 30, 2008 and 2007 do not include any revenues and expenses related to these acquisitions prior to the respective closing dates of each acquisition. The following unaudited pro forma consolidated financial information is presented as if these acquisitions had occurred at the beginning of the periods presented. In addition, this unaudited pro forma financial information is provided for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if these acquisitions had actually occurred during those periods, or the results that may be obtained in the future as a result of these acquisitions.

Pro Forma (unaudited)		Year Ended
		June 30,
		2008		2007
Revenue	$	746,041	$	685,647
Gross profit	$	308,565	$	298,488
Income from continuing operations	$	105,373	$	107,296
Earnings per share - continuing operations	$	1.17	$	1.17
Diluted shares		89,702		92,032
Earnings per share - continuing operations	$	1.19	$	1.19
Basic shares		88,270		90,155

NOTE 14: BUSINESS SEGMENT INFORMATION

The Company is a leading provider of integrated computer systems that perform data processing (available for in-house or service bureau installations) for banks and credit unions. The Company's operations are classified into two business segments: bank systems and services ("Bank") and credit union systems and services ("Credit Union"). The Company evaluates the performance of its segments and allocates resources to them based on various factors, including prospects for growth, return on investment, and return on revenue. The following amounts have been adjusted to exclude discontinued operations (See Note 12):

			For the Year Ended June 30, 2009
			Bank		Credit Union		Total
REVENUE
	License	$	45,169	$	13,265	$	58,434
	Support and service		514,748		99,494		614,242
	Hardware		57,794		15,123		72,917
	Total		617,711		127,882		745,593
COST OF SALES
	Cost of license		6,113		772		6,885
	Cost of support and service		321,489		64,348		385,837
	Cost of hardware		42,297		11,175		53,472
	Total		369,899		76,295		446,194
GROSS PROFIT		$	247,812	$	51,587	$	299,399
			For the Year Ended June 30, 2008
			Bank		Credit Union		Total
REVENUE
	License	$	52,528	$	21,025	$	73,553
	Support and service		495,687		84,647		580,334
	Hardware		68,175		20,864		89,039
	Total		616,390		126,536		742,926
COST OF SALES
	Cost of license		5,376		1,322		6,698
	Cost of support and service		305,640		58,500		364,140
	Cost of hardware		49,504		15,358		64,862
	Total		360,520		75,180		435,700
GROSS PROFIT		$	255,870	$	51,356	$	307,226
			For the Year Ended June 30, 2007
			Bank		Credit Union		Total
REVENUE
	License	$	60,683	$	15,720	$	76,403
	Support and service		425,912		75,810		501,722
	Hardware		69,266		19,076		88,342
	Total		555,861		110,606		666,467
COST OF SALES
	Cost of license		4,103		174		4,277
	Cost of support and service		255,743		54,176		309,919
	Cost of hardware		51,227		14,242		65,469
	Total		311,073		68,592		379,665
GROSS PROFIT		$	244,788	$	42,014	$	286,802

		For the Year Ended June 30,
		2009		2008		2007
Depreciation expense, net
Bank systems and services	$	36,816	$	37,970	$	34,219
Credit Unions systems and services		2,043		2,225		2,208
Total	$	38,859	$	40,195	$	36,427
Amortization expense, net
Bank systems and services	$	22,779	$	19,580	$	12,070
Credit Unions systems and services		2,509		2,231		2,457
Total	$	25,288	$	21,811	$	14,527
Capital expenditures
Bank systems and services	$	30,752	$	30,994	$	33,510
Credit Unions systems and services		810		111		692
Total	$	31,562	$	31,105	$	34,202

		For the Year Ended June 30,
		2009		2008
Property and equipment, net
Bank systems and services	$	208,488	$	208,288
Credit Unions systems and services		29,290		30,717
Total	$	237,778	$	239,005
Identified intangible assets, net
Bank systems and services	$	389,252	$	385,671
Credit Unions systems and services		45,276		46,463
Total	$	434,528	$	432,134

The Company has not disclosed any additional asset information by segment, as the information is not produced internally and its preparation is impracticable.

NOTE 15: SUBSEQUENT EVENTS

In accordance with SFAS 165, Subsequent Events, the Company has evaluated any significant events occurring from the date of these financial statements through August 28, 2009 the date they were issued. The effects of any such events upon conditions existing as of the balance sheet date have been reflected within the financial statements to the extent that the effects were material. Any significant events occurring after the balance sheet date that do not relate to conditions existing as of that date are disclosed below.

On August 17, 2009, the Company announced that it had entered into a definitive agreement to acquire Goldleaf Financial Solutions, Inc. ("Goldleaf"), a provider of integrated technology-based solutions designed to improve the performance of financial institutions. Goldleaf's shareholders will receive $0.98 per share in cash in exchange for their shares. In addition, the Company will retire certain of Goldleaf's outstanding debt and accrued interest obligations, which is anticipated to equal approximately $42,000 at closing. The Goldleaf Board of Directors has unanimously approved the merger and will recommend that Goldleaf shareholders approve the merger. The transaction, which is expected to be completed by the end of the Company's first fiscal quarter or early in the second fiscal quarter, is subject to the approval of Goldleaf's shareholders and customary closing conditions.

On August 24, 2009, the Company's Board of Directors declared a quarterly cash dividend of $0.085 per share of common stock, payable on September 17, 2009 to shareholders of record on September 4, 2009.

QUARTERLY FINANCIAL INFORMATION (unaudited
			For the Year Ended June 30, 2009
			Quarter 1		Quarter 2		Quarter 3		Quarter 4		Total
REVENUE
	License	$	13,294	$	14,860	$	12,730	$	17,550	$	58,434
	Support and service		151,947		155,053		151,839		155,403		614,242
	Hardware		17,857		20,291		15,839		18,930		72,917
	Total		183,098		190,204		180,408		191,883		745,593
COST OF SALES
	Cost of license		1,089		2,052		1,436		2,308		6,885
	Cost of support and service		96,132		96,502		96,732		96,471		385,837
	Cost of hardware		13,348		14,277		12,002		13,845		53,472
	Total		110,569		112,831		110,170		112,624		446,194
GROSS PROFIT			72,529		77,373		70,238		79,259		299,399
	OPERATING EXPENSES
	Selling and marketing		13,932		13,845		12,873		14,281		54,931
	Research and development		11,546		10,191		10,694		10,470		42,901
	General and administrative		11,459		11,725		9,595		10,902		43,681
	Total		36,937		35,761		33,162		35,653		141,513
OPERATING INCOME			35,592		41,612		37,076		43,606		157,886
INTEREST INCOME (EXPENSE)
	Interest income		563		146		56		16		781
	Interest expense		(427)		(524)		(241)		(165)		(1,357)
	Total		136		(378)		(185)		(149)		(576)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			** 35,728**		** 41,234**		** 36,891**		** 43,457**		** 157,310**
PROVISION FOR INCOME TAXES			13,219		13,249		12,089		15,651		54,208
INCOME FROM CONTINUING OPERATIONS			22,509		27,985		24,802		27,806		103,102
DISCONTINUED OPERATIONS
	Loss from operations of discontinued operations		-		-		-		-		-
	Income tax benefit		-		-		-		-		-
	Loss on discontinued operations		-		-		-		-		-
NET INCOME		$	22,509	$	27,985	$	24,802	$	27,806	$	103,102
Continuing operations		$	0.26	$	0.33	$	0.30	$	0.33	$	1.22
Discontinued operations			-		-		-		-		-
Diluted net income per share		$	0.26	$	0.33	$	0.30	$	0.33	$	1.22
Diluted weighted average shares
	Outstanding		86,622		84,958		83,480		84,261		84,830
Continuing operations		$	0.26	$	0.33	$	0.30	$	0.33	$	1.23
Discontinued operations			-		-		-		-		-
Basic net income per share		$	0.26	$	0.33	$	0.30	$	0.33	$	1.23
Basic weighted average shares
	Outstanding		85,744		84,314		82,873		83,541		84,118

QUARTERLY FINANCIAL INFORMATION (unaudited
			For the Year Ended June 30, 2008
			Quarter 1		Quarter 2		Quarter 3		Quarter 4		Total
REVENUE
	License	$	13,522	$	23,294	$	18,441	$	18,296	$	73,553
	Support and service		137,912		144,979		148,772		148,671		580,334
	Hardware		23,442		23,596		20,267		21,734		89,039
	Total		174,876		191,869		187,480		188,701		742,926
COST OF SALES
	Cost of license		770		1,770		1,739		2,419		6,698
	Cost of support and service		87,206		88,781		93,871		94,282		364,140
	Cost of hardware		17,298		16,352		14,875		16,337		64,862
	Total		105,274		106,903		110,485		113,038		435,700
GROSS PROFIT			69,602		84,966		76,995		75,663		307,226
	OPERATING EXPENSES
	Selling and marketing		13,680		13,803		13,597		14,836		55,916
	Research and development		9,959		11,404		11,340		10,623		43,326
	General and administrative		9,808		13,463		9,514		10,990		43,775
	Total		33,447		38,670		34,451		36,449		143,017
OPERATING INCOME			36,155		46,296		42,544		39,214		164,209
INTEREST INCOME (EXPENSE)
	Interest income		1,349		339		267		190		2,145
	Interest expense		(83)		(104)		(583)		(1,158)		(1,928)
	Total		1,266		235		(316)		(968)		217
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			** 37,421**		** 46,531**		** 42,228**		** 38,246**		** 164,426**
PROVISION FOR INCOME TAXES			13,658		17,101		15,430		12,950		59,139
INCOME FROM CONTINUING OPERATIONS			23,763		29,430		26,798		25,296		105,287
DISCONTINUED OPERATIONS
	Loss from operations of discontinued operations		(352)		(440)		(293)		(3,090)		(4,175)
	Income tax benefit		128		161		107		2,714		3,110
	Loss on discontinued operations		(224)		(279)		(186)		(376)		(1,065)
NET INCOME		$	23,539	$	29,151	$	26,612	$	24,920	$	104,222
Continuing operations		$	0.26	$	0.32	$	0.30	$	0.29	$	1.17
Discontinued operations			(0.00)		(0.00)		(0.00)		(0.00)		(0.01)
Diluted net income per share		$	0.26	$	0.32	$	0.30	$	0.28	$	1.16
Diluted weighted average shares
	Outstanding		90,833		90,922		88,907		88,145		89,702
Continuing operations *		$	0.27	$	0.33	$	0.31	$	0.29	$	1.19
Discontinued operations *			(0.00)		(0.00)		(0.00)		(0.00)		(0.01)
Basic net income per share		$	0.26	$	0.33	$	0.30	$	0.29	$	1.18
Basic weighted average shares
	Outstanding		89,168		89,393		87,615		86,902		88,270
* Amounts may not add due to rounding

**

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

**

None.

**