Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2010 vs FY2009
The 2010-06-30 10-K against the 2009-06-30 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A6 rewritten0 added7 removed73 unchanged
All filing items917 rewritten544 added863 removed1,036 unchanged
Summary
counted, not written
- Item 1A lists 18 risk factor headings: 1 new, 0 reworded and 17 unchanged since FY2009. 1 heading from FY2009 no longer appears.
- Sentence by sentence, 544 added, 863 removed, 917 rewritten and 1,036 unchanged across 21 items that differ.
- Not in this year's filing: Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19.
New Item 1A headings (1)
- Item 1B. Unresolved Staff Comments
Removed Item 1A headings (1)
- Increases in service revenue as a percentage of total revenues may decrease overall margins.
A heading is new when no FY2009 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2010; struck-through words were in FY2009. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
6 rewritten, 0 added, 7 removed, 73 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
We compete on the basis of product quality, reliability, performance, ease of use, quality of [removed: support,] [added: support and services,] integration with other products and pricing.
If competitors offer more favorable pricing, payment or other contractual terms, warranties, or functionality, or if general economic conditions decline such that customers are less willing or able to pay the cost of our [removed: products,] [added: products and services,] we may need to lower prices or offer favorable terms in order to successfully compete.
Acquisitions may be costly and difficult to integrate. We have acquired a number of businesses in the last [removed: few] [added: several] years and will continue to explore acquisitions in the future.
Consolidation of financial institutions will continue to reduce the number of our customers and potential customers. Our primary market consists of approximately [removed: 8,200] [added: 7,900] commercial and savings banks and [removed: 8,100] [added: 7,800] credit unions.
[removed: Item] [added: Item] 1B.
Unresolved Staff [removed: Comments][added: Comments]
Increases in service revenue as a percentage of total revenues may decrease overall margins. We continue to experience a trend of a greater proportion of our products being sold as outsourcing services rather than in-house licenses.
We realize lower margins on service revenues than on license revenues.
Thus, if service revenue increases as a percentage of total revenue, our gross margins will be lower and our operating results may be impacted.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
167 rewritten, 131 added, 176 removed, 285 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
For our customers who prefer not to make an up-front capital investment in software and hardware, we provide our full range of products and services on an outsourced basis through our eight data centers in six physical locations and [removed: 12] [added: 10] item-processing centers located throughout the United States.
All dollar amounts are in thousands and discussions compare fiscal [removed: 2009] [added: 2010] to fiscal [removed: 2008] [added: 2009] and compare fiscal [removed: 2008] [added: 2009] to fiscal [removed: 2007.][added: 2008.]
[removed: \-] software licenses;
[removed: \-] support and service fees, which include implementation services; and
[removed: \-] hardware sales, which includes all non-software remarketed products.
Over the last five fiscal years, our revenues have grown from [removed: $535,191] [added: $590,877] in fiscal [removed: 2005] [added: 2006] to [removed: $745,593] [added: $836,586] in fiscal [removed: 2009.][added: 2010.]
This growth has resulted primarily from internal expansion supplemented by strategic acquisitions, allowing us to develop and acquire new products and services for approximately [removed: 9,800] [added: 11,200] customers who utilize our software systems [added: or services] as of June 30, [removed: 2009.][added: 2010.]
Since the start of fiscal [removed: 2007,] [added: 2008,] we have completed [removed: 3] [added: 5] acquisitions.
Support and services fees are generated from implementation services contracted with us by the customer, ongoing support services to assist the customer in operating the systems and to enhance and update the software, and from providing outsourced data processing services and Electronic Funds Transfer [removed: ("EFT")] [added: (“EFT”)] support [added: services, which includes ATM and debit card transaction processing, online bill payment services, remote deposit capture and transaction processing] services.
[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]
[removed: FISCAL] [added: FISCAL] 2009 COMPARED TO FISCAL [removed: 2008][added: 2008]
[removed: REVENUE][added: REVENUE]
| License | [removed: $] | [removed: 58,434] [added: $ 58,434] | [removed: $] | [added: $] 73,553 | | \-21% |
| [removed: _Support] [added: _Support] and Service [removed: Revenue_] [added: Revenue_] | | | | | | |
| Support and service | [removed: $] | [removed: 614,242] [added: $ 614,242] | [removed: $] | [added: $] 580,334 | | +6% |
| In-House Support & Other Services | [removed: $] | [added: $] 19,692 | | 8% |
| Total Increase | [removed: $] | [removed: 33,908] [added: $ 33,908] | | |
| [removed: _Hardware Revenue_] [added: _Hardware Revenue_] | | | | | | |
| Hardware | [removed: $] | [removed: 72,917] [added: $ 72,917] | [removed: $] | [added: $] 89,039 | | \-18% |
[removed: COST] [added: COST] OF SALES AND GROSS [removed: PROFIT][added: PROFIT]
| [removed: _Cost] [added: _Cost] of Sales and Gross [removed: Profit_ |] [added: Profit_] | | | | | | |
| | | [removed: |] Year Ended June 30, | | | | % Change |
| | | [removed: |] 2009 | | 2008 | | |
| Cost of License | | [removed: $] [added: $ 6,885] | [removed: 6,885] | $ [removed: |] 6,698 | | +3% |
| Percentage of total revenue | | [removed: | <1%] [added: 6%] | | [removed: <1%] [added: 8%] | | |
| [removed: |] License Gross Profit | [removed: $] | [removed: 51,549] [added: $ 51,549] | [removed: $] | [added: $] 66,855 | | \-23% |
| [removed: |] Gross Profit Margin | | 88% | | 91% | | |
| Cost of support and service | | [removed: $] [added: $ 385,837] | [removed: 385,837] | $ [removed: |] 364,140 | | +6% |
| Percentage of total revenue | | [removed: |] 52% | | 49% | | |
| [removed: |] Support and Service Gross Profit | [removed: $] | [removed: 228,405] [added: $ 228,405] | [removed: $] | [added: $] 216,194 | | +6% |
| [removed: |] Gross Profit Margin | | 37% | | 37% | | |
| Cost of hardware | | [removed: $] [added: $ 53,472] | [removed: 53,472] | $ [removed: |] 64,862 | | \-18% |
| Percentage of total revenue | | [removed: | 7%] [added: 1%] | | [removed: 9%] [added: 1%] | | |
| [removed: |] Hardware Gross Profit | [removed: $] | [removed: 19,445] [added: $ 19,445] | [removed: $] | [added: $] 24,177 | | \-20% |
| [removed: |] Gross Profit Margin | | 27% | | 27% | | |
| TOTAL COST OF SALES | | [removed: $] [added: $ 446,194] | [removed: 446,194] | $ [removed: |] 435,700 | | +2% |
| Percentage of total revenue | | [removed: | 60%] [added: 59%] | | [removed: 59%] [added: 60%] | | |
| [removed: |] TOTAL GROSS PROFIT | [removed: $] | [removed: 299,399] [added: $ 299,399] | [removed: $] | [added: $] 307,226 | | \-3% |
| [removed: |] Gross Profit Margin | | [removed: 40%] [added: 41%] | | [removed: 41%] [added: 40%] | | |
Cost of license [removed: increased for the fiscal year due to greater] [added: depends greatly on] third party reseller agreement software vendor costs.
Management's Discussion and Analysis of Financial Condition and Results of Operations
\-
\-
\-
Income from continuing operations has grown from $90,863 in fiscal 2006 to $117,870 in fiscal 2010.
FISCAL 2010 COMPARED TO FISCAL 2009
In fiscal 2010, revenues increased 12% or $90,993 compared to the prior year due primarily to the current year acquisition of Goldleaf Financial Solutions, Inc. (“GFSI”), PEMCO Technology Services, Inc. (“PTSI”) and iPay Technologies Holding Company, LLC (“iPay”).
During fiscal 2010, the Company’s management engaged in various cost-cutting efforts that, when combined with the growth in revenue, resulted in a 14% increase in net income.
The US financial crisis is a primary concern at this time as it affects our customers and our industry.
We remain cautiously optimistic, however, with increasing portions of our business coming from recurring revenue, increases in backlog and an encouraging sales pipeline in specific areas.
Our customers will continue to face regulatory and operational challenges which our products and services address, and in these times they have an even greater need for some of our solutions that directly address institutional profitability and efficiency.
We face these times with a strong balance sheet and an unwavering commitment to superior customer service, and we believe that we are well positioned to address current opportunities as well as those which will arise when the economic rebound strengthens.
Our cautious optimism has been expressed through our acquisitions of GFSI, PTSI and iPay during the year ended June 30, 2010.
These are the three largest acquisitions in our Company’s history and present us with opportunities to extend our customer base and produce returns for our stockholders.
| | | 2010 | | 2009 | | |
| License | | $ 52,225 | | $ 58,434 | | \-11% |
The decrease in license revenue for the current year is due mostly to decreases in complementary product license revenue compared to the prior year.
Overall, license revenue from our core software products were up 16% from the prior year.
In addition, our acquisition of GFSI in October added $5,638 in license revenue during fiscal 2010.
These gains were more than offset by decreases in license revenue for most of our complementary software products.
These decreases in complementary software product license revenue result from the recent economic downturn, as we have seen some of our customers postpone making non-essential capital investments in technology, including software.
In addition, our customers are often electing to contract for our products via outsourced delivery rather than a traditional license agreement.
| | | 2010 | | 2009 | | |
| Support and service | | $ 720,504 | | $ 614,242 | | +17% |
| EFT Support | | 67,451 | | 45% |
| Outsourcing Services | | 15,223 | | 11% |
In-house support and other services increased mostly as a result of the acquisition of GFSI, which added revenue of $15,527 since acquisition.
EFT support experienced the largest percentage growth.
Most of the revenue growth in EFT is attributable to the acquisition of GFSI, PTSI and iPay.
Combined, the acquisitions added $55,020 to this line during the current year.
However, organic revenue growth within EFT support continues to be strong with an increase of 8% over the prior fiscal year.
We expect the trend towards outsourced product delivery to benefit outsourcing services revenue for the foreseeable future.
The increase in implementation services revenue is primarily related to the acquisition of GFSI, which added $4,452 in implementation revenue for the current year.
| | | 2010 | | 2009 | | |
| Hardware | | $ 63,857 | | $ 72,917 | | \-12% |
Hardware revenue has been generally commensurate with the trends in license revenue; however, while hardware revenue has benefitted from the acquisition of GFSI, it has not benefitted to the same degree as license revenue.
GFSI added hardware revenue of $1,301 since its acquisition.
| | | 2010 | | 2009 | | |
| Cost of License | | $ 5,827 | | $ 6,885 | | \-15% |
| License Gross Profit | | $ 46,398 | | $ 51,549 | | \-10% |
Income from continuing operations has grown from $76,050 in fiscal 2005 to $103,102 in fiscal 2009.
| | | | | |
| | | | | |
In addition, because annual maintenance fees are based on supported institutions' asset size, in-house support revenues increase as our customers' assets grow.
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The loss included a loss on the sale of Banc Insurance Services, Inc. and Banc Insurance Agency, Inc. of $2,718, and a $1,457 loss on the operations of the two companies.
The income tax benefit on the loss amount was $3,110.
FISCAL 2008 COMPARED TO FISCAL 2007
Fiscal 2008 showed strong growth in support and service revenues, tempered somewhat by leaner gross and operating margins.
An excerpt. Shown here: 40 of 167 rewritten, 40 of 131 added and 40 of 176 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2010 filing and the FY2009 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
2 rewritten, 2 added, 2 removed, 3 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
We are currently exposed to credit risk on credit extended to customers and interest risk on [removed: investments in U.S. government securities.][added: outstanding debt.]
Based on the controls in [removed: place,] [added: place and the] credit worthiness of the customer [removed: base and the relative size of these financial instruments,] [added: base,] we believe the [added: credit] risk associated with [removed: these instruments] [added: the extension of credit to our customers] will not have a material adverse effect on our consolidated financial position or results of operations.
Quantitative and Qualitative Disclosures about Market Risk
Based on our outstanding debt with variable interest rates as of June 30, 2010, a 1% increase in our borrowing rate would increase annual interest expense in fiscal 2011 by less than $3,000.
Item 1. Business
118 rewritten, 26 added, 160 removed, 147 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
Today, the [removed: Company's] [added: Company’s] extensive array of products and services includes processing transactions, automating business processes, and managing information for more than [removed: 9,800] [added: 11,200] financial institutions and diverse corporate entities.
JHA provides its products and services through [removed: three] [added: four] marketed [removed: brands.][added: brands:]
[removed: -] Jack Henry Banking is a leading provider of integrated data processing systems to [removed: approximately] [added: nearly] 1,500 banks ranging from de novo or start-up institutions to mid-tier banks with assets of up to $15 billion.
[removed: -] Symitar is a leading provider of core data processing solutions for credit unions of all sizes, with more than 700 credit union customers.
[removed: -] ProfitStars is a leading provider of highly specialized products and services to financial institutions that are primarily not core customers of the Company.
[removed: ProfitStars'] [added: ProfitStars’] products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with more than [removed: 7,500] [added: 8,800] domestic and international [removed: customers outside of our core customer base.][added: customers.]
The results of this extensive survey process confirm that our service consistently exceeds our [removed: customers'] [added: customers’] expectations and [removed: ultimately generate] [added: generates] excellent customer retention rates.
[removed: -] Software license fees paid by customers implementing our software solutions in-house;
[removed: -] Ongoing outsourcing fees paid by customers that outsource their information processing to us, recurring transaction processing fees, annual maintenance and support fees, and service fees [removed: that include] [added: including] software implementation; and
[removed: -] Hardware sales that include all non-software products that we re-market in order to support our software systems.
[removed: JHA's] [added: JHA’s] gross revenue has grown from [removed: $535.9] [added: $590.9] million in fiscal [removed: 2005] [added: 2006] to [removed: $745.6] [added: $836.6] million in fiscal [removed: 2009,] [added: 2010,] representing a compound annual growth rate during this five-year period of 7 percent_._ Net income from continuing operations has grown from [removed: $75.5] [added: $90.9] million to [removed: $103.1] [added: $117.9] million during this same five-year period, representing a compound annual growth rate of [removed: 6] [added: 5] percent_._ Information regarding the classification of our business into separate segments serving the banking and credit union industries is set forth in Note 14 to the Consolidated Financial Statements (see Item 8).
[removed: -] Do the right thing,
[removed: -] Do whatever it takes, and
[removed: -] Have fun.
Recruiting and retaining high-quality employees is essential to our ongoing growth and financial performance, and we have established a corporate culture that sustains [removed: rewarding] [added: high] levels of employee satisfaction.
[removed: Industry Background][added: Industry Background]
According to the Federal Deposit Insurance Corporation [removed: ("FDIC"),] [added: (“FDIC”),] there were more than [removed: 8,200] [added: 7,900] commercial banks and savings institutions in this asset range as of December 31, [removed: 2008.][added: 2009.]
Jack Henry Banking currently supports [removed: more than] [added: nearly] 1,500 of these banks with its core information processing platforms and complementary products and services.
According to the Credit Union National Association [removed: ("CUNA"),] [added: (“CUNA”),] there were [removed: approximately 8,100] [added: more than 7,800] domestic credit unions as of December 31, [removed: 2008.][added: 2009.]
ProfitStars currently supports approximately [removed: 7,500] [added: 9,600] institutions with specialized solutions for generating additional revenue and growth, increasing security, mitigating operational risks, and controlling operating costs.
The FDIC reports the number of commercial banks and savings institutions declined [removed: 10] [added: 11] percent from the beginning of calendar year [removed: 2004] [added: 2005] to the end of calendar year [removed: 2008.][added: 2009.]
Although the number of banks declined at a 2 percent compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 10] [added: 7] percent and totaled [removed: $12.3] [added: $11.8] trillion as of December 31, [removed: 2008.][added: 2009.]
Comparing calendar years [removed: 2008] [added: 2009] to [removed: 2007,] [added: 2008,] new bank charters decreased [removed: 46] [added: 68] percent and mergers decreased [removed: 9] [added: 39] percent.
CUNA reports the number of credit unions declined [removed: 17] [added: 16] percent from the beginning of calendar year [removed: 2004] [added: 2005] to the end of calendar year [removed: 2008.][added: 2009.]
Although the number of credit unions declined at a [removed: 4] [added: 3] percent compound annual rate during this period, aggregate assets increased at a compound annual rate of 6 percent and totaled [removed: $832.5] [added: $904.0] billion as of December 31, [removed: 2008.][added: 2009.]
According to _Automation in Banking [removed: 2009,_] [added: 2010,_] approximately 51 percent of all financial institutions currently utilize in-house core information processing solutions and approximately 49 percent outsource information processing to third-party providers.
According to the [removed: _2009] [added: _2010] Credit Union Technology Survey_ published by Callahan & Associates_,_ approximately [removed: 71] [added: 67] percent of all credit unions utilize in-house core information processing solutions and approximately [removed: 28] [added: 29] percent outsource information processing to third-party providers.
Institutions are [removed: realizing] [added: recognizing] that attracting and retaining customers/members in [removed: today's] [added: today’s] highly competitive financial industry and realizing near and long term performance goals are often technology-dependent.
[removed: -] Maximize performance with accessible, accurate, and timely decision support and business intelligence information;
[removed: -] Offer the high-demand products and services needed to [removed: aggressively and] successfully compete with traditional competitors and [removed: the] non-traditional competitors created by convergence within the financial services industry;
[removed: -] Enhance the customer/member experience at varied points of contact;
[removed: -] Expand existing customer/member relationships and strengthen exit barriers by cross selling additional products and services;
[removed: -] Capitalize on new revenue and deposit growth opportunities;
[removed: -] Increase operating efficiencies and reduce operating costs;
[removed: -] Implement [removed: an] e-commerce [removed: strategy] [added: strategies] that [removed: provides] [added: provide] the convenience-driven services required in [removed: today's] [added: today’s] financial services industry;
[removed: -] Protect mission-critical information assets and operational [removed: infrastructures;][added: infrastructure;]
[removed: -] Protect customers/members from fraud and [removed: the] related financial losses;
[removed: -] Maximize the day-to-day use of technology and the return on technology investments; and
[removed: -] Ensure full regulatory compliance.
[removed: JHA's] [added: JHA’s] extensive product and service offering enables diverse financial institutions to [removed: effectively] capitalize on these business opportunities and respond to these business challenges.
§
§
§
§
iPay Technologies is a leading provider of electronic bill pay services.
iPay Technologies’ bill pay engine integrates with online banking platforms and provides individuals and small businesses with bill payment solutions.
Through strategic partnerships with more than 50 providers of information processing and online banking solutions, iPay’s electronic payments platform is supporting more than 1,700 financial institutions.
iPay Technologies serves financial institutions of all sizes.
iPay currently supports more than 3,600 institutions with their electronic payment platform and online bill payment solutions.
| | | |
| 2010 | iPay Technologies | Internet and telephone bill payment services |
| 2010 | PEMCO Technology Services | Payment processing solutions for credit unions |
| 2010 | Goldleaf Financial Solutions | Integrated technology and payment processing solutions |
§
§
§
§
iPay Technologies is a leading provider of a configurable electronic payments platform and turnkey online bill payment solutions.
These solutions integrate with any online banking platform, aiding financial institutions with the attraction and retention of customers.
Through strategic partnerships with more than 50 providers of information processing and online banking solutions, iPay is supporting more than 1,700 financial institutions.
§
§
§
§
§
The impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act will be evaluated as regulations are written to implement the various provisions of the law.
Most of the acquired companies and their respective products and services have been consolidated into our ProfitStars brand.
Today, ProfitStars' products and services collectively represent more than 7,500 domestic and international implementations outside of our core solution customer base.
| 2005 | Tangent Analytics | Business Intelligence Solutions |
| 2005 | Stratika | Profitability Solutions |
| 2005 | Synergy | Document Imaging |
| 2005 | TWS | Item Processing/ATM Deposit Processing |
| 2005 | Optinfo | Enterprise Exception Management Solution |
| 2005 | Verinex Technologies | Biometric Security Solutions |
| 2005 | Select Payment Processing | Payment Processing Solutions |
| 2004 | Regulatory Reporting Group | Electronic Regulatory Reporting Solutions |
| 2004 | e-ClassicSystems | ATM Channel Management System |
| 2004 | PowerPay .ach, .rck and .arc | Automated Clearing House Product Suite |
| 2004 | Yellow Hammer Software | Fraud Detection and Prevention Solution |
Products and services that meet users' functional requirements are expected in the competitive markets that we serve.
Following are brief overviews of our key complementary products and services, which are categorized into functional product families.
Business Intelligence and Management Solutions
JHA's business intelligence and management solutions enable financial institutions to maximize performance and profits with accessible, accurate, and timely decision-support information.
These products and services leverage the processes, technology, and expertise required to compile, report, and analyze customer, product, market, and business information.
_Intelligence Warehouse/Intelligence Manager ("IW/IM")_ - Business intelligence and analysis platform fully integrated with the SilverLake core banking systems
_Margin Maximizer_ - Loan and deposit pricing solution
_Synapsys_® - Sales force automation solution
_Synapsys MCIF Wizard_ - Marketing central information file and data mining solution
Account Cross Sell - Automated direct sales solution
_Relationship Profitability Management ("RPM")_ - Enterprise-wide profitability solution
_PROFITability_® \- Organizational and product profitability system
An excerpt. Shown here: 40 of 118 rewritten, all 26 added and 40 of 160 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2010 filing and the FY2009 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 7 removed, 2 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
[removed: PART II][added: PART II]
Item 4.
Submission of Matters to a Vote of Security Holders
None.
Cover and table of contents
9 rewritten, 0 added, 3 removed, 57 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
10-K 1 [removed: jha09q4.htm] [added: jha2010q4.htm] FORM 10K FOR FISCAL YEAR ENDED JUNE 30, [removed: 2009][added: 2010]
| | For the fiscal year ended June 30, [removed: 2009] [added: 2010] | |
[removed: |] Large Accelerated Filer \[ X \] [removed: |] Accelerated Filer \[ \] [removed: |] Non-Accelerated Filer \[ \] [removed: |]
[removed: |] Smaller reporting Company \[ \] [removed: | | |]
As of August [removed: 21, 2009,] [added: 20, 2010,] the Registrant had [removed: 84,195,045] [added: 85,906,177] shares of Common Stock outstanding ($0.01 par value).
On December 31, [removed: 2008,] [added: 2009,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $1,475,685,132] [added: $1,820,259,273] (based on the average of the reported high and low sales prices on NASDAQ on December 31, [removed: 2008).][added: 2009).]
[removed: | DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE | | |][added: REFERENCE]
[removed: |] Portions of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its [removed: 2009] [added: 2010] Annual Meeting of Stockholders (the "Proxy Statement"), [removed: as described in the footnotes] to the Table of Contents below, are incorporated by reference into Part II, Item 5 and into Part III of this Report. [removed: | | |]
RISK FACTORS [removed: 16][added: 14]
| --- | --- | --- |
| | | |
| | | |
Item 1B. UNRESOLVED STAFF COMMENTS 16
2 rewritten, 18 added, 0 removed, 5 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
PROPERTIES [removed: 19][added: 16]
LEGAL PROCEEDINGS [removed: 19][added: 17]
| PART II | | |
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER 17
| | MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | |
| | | |
Item 6.
SELECTED FINANCIAL DATA 20
| | | |
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 20
| | CONDITION AND RESULTS OF OPERATIONS | |
| | | |
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 36
| | | |
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 37
| | | |
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 67
1 rewritten, 0 added, 0 removed, 4 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
CONTROLS AND PROCEDURES [removed: 66][added: 67]
Item 9B. OTHER INFORMATION 67
7 rewritten, 0 added, 7 removed, 17 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE [removed: 67][added: 68]
EXECUTIVE COMPENSATION [removed: 67][added: 68]
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND [removed: 67][added: 68]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: 67][added: 68]
PRINCIPAL ACCOUNTANT FEES AND SERVICES [removed: 67][added: 68]
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES [removed: 67][added: 68]
[removed: PART I][added: PART I]
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Item 2. Properties
6 rewritten, 2 added, 3 removed, 8 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
We also own buildings in Houston, Texas; Allen, Texas; Albuquerque, New Mexico; Birmingham, Alabama; Lenexa, Kansas; Angola, Indiana; Shawnee Mission, Kansas; Rogers, Arkansas; Oklahoma City, [removed: Oklahoma] [added: Oklahoma; Elizabethtown, Kentucky; Springfield, Missouri] and San Diego, California.
Our owned facilities represent approximately [removed: 793,000] [added: 1,000,000] square feet of office space in [removed: nine] [added: ten] states.
We have [removed: 48] [added: 56] leased office facilities in [removed: 20] [added: 21] states, which total approximately [removed: 436,000] [added: 552,000] square feet.
Of our facilities, the credit union business segment uses office space totaling approximately [removed: 105,000] [added: 152,000] square feet in [removed: six] [added: ten] facilities.
The majority of our San Diego, California offices are used in the credit union business segment, as are portions of [removed: five] [added: nine] other office facilities.
The remainder of our leased and owned facilities, approximately [removed: 1,124,000] [added: 1,400,000] square feet of office space, is primarily devoted to serving our bank business segment or supports our whole business.
Properties
The Springfield, Missouri building was under construction as of June 30, 2010.
In addition, we own 36.4 acres of land being developed into office space in Springfield, Missouri.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
28 rewritten, 1 added, 5 removed, 20 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
| [removed: Fiscal 2009] [added: Fiscal 2009] | | [removed: High] [added: High] | | [removed: Low] [added: Low] |
| [removed: Fourth Quarter] [added: Fourth Quarter] | | [removed: $20.99] [added: $20.99] | | [removed: $16.95] [added: $16.95] |
| [removed: Third Quarter] [added: Third Quarter] | | [removed: 19.94] [added: 19.94] | | [removed: 14.29] [added: 14.29] |
| [removed: Second Quarter] [added: Second Quarter] | | [removed: 20.39] [added: 20.39] | | [removed: 14.76] [added: 14.76] |
| [removed: First Quarter] [added: First Quarter] | | [removed: 24.45] [added: 24.45] | | [removed: 19.02] [added: 19.02] |
| [removed: Fiscal 2008] [added: Fiscal 2010] | | [removed: High] [added: High] | | [removed: Low] [added: Low] |
| [removed: Fourth Quarter | | $27.48] [added: Fourth Quarter] | | [removed: $21.62] [added: $0.095] |
| [removed: Third Quarter | | 26.11] [added: Third Quarter] | | [removed: 22.22] [added: 0.095] |
| [removed: Second Quarter | | 29.24] [added: Second Quarter] | | [removed: 24.34] [added: 0.085] |
| [removed: First Quarter | | 27.50] [added: First Quarter] | | [removed: 23.39] [added: 0.085] |
Quarterly dividends per share paid on the common stock for the two most recent fiscal years ended June 30, [removed: 2009] [added: 2010] and [removed: 2008] [added: 2009] are as follows:
| [removed: Fiscal 2009] [added: Fiscal 2009] | | [removed: Dividend] [added: Dividend] |
| [removed: Fourth Quarter] [added: Fourth Quarter] | | [removed: $0.085] [added: $0.085] |
| [removed: Third Quarter] [added: Third Quarter] | | [removed: 0.085] [added: 0.085] |
| [removed: Second Quarter] [added: Second Quarter] | | [removed: 0.075] [added: 0.075] |
| [removed: First Quarter] [added: First Quarter] | | [removed: 0.075] [added: 0.075] |
| [removed: Fiscal 2008] [added: Fiscal 2010] | | [removed: Dividend] [added: Dividend] |
| [removed: Fourth Quarter] [added: Fourth Quarter] | | [removed: $0.075] [added: $26.50] | [added: | $22.55 |]
| [removed: Third Quarter] [added: Third Quarter] | | [removed: 0.075] [added: 24.88] | [added: | 21.01 |]
| [removed: Second Quarter] [added: Second Quarter] | | [removed: 0.065] [added: 24.75] | [added: | 22.22 |]
| [removed: First Quarter] [added: First Quarter] | | [removed: 0.065] [added: 24.66] | [added: | 19.56 |]
On August [removed: 21, 2009,] [added: 20, 2010,] there were approximately [removed: 47,000] [added: 45,000] holders of the [removed: Company's] [added: Company’s] common stock.
On that same date the last sale price of the common shares as reported on NASDAQ was [removed: $23.59] [added: $24.05] per share.
[removed: Performance Graph][added: Performance Graph]
The following chart presents a comparison for the five-year period ended June 30, [removed: 2009,] [added: 2010,] of the market performance of the [removed: Company's] [added: Company’s] common stock with the S & P 500 Index and an index of peer companies selected by the Company:
Performance Graph appears [removed: here](https://www.sec.gov/Archives/edgar/data/779152/000092623609000039/jkhygraph04-09.gif)][added: here](https://www.sec.gov/Archives/edgar/data/779152/000092623610000031/jkhygraph2005-2010.gif)]
This comparison assumes $100 was invested on June 30, [removed: 2004,] [added: 2005,] and assumes reinvestments of dividends.
Companies in the peer group are [removed: Affiliated Computer Services, Inc.,] Bottomline Technology, Inc., Cerner Corp., DST Systems, Inc., Euronet Worldwide, Inc., Fair Isaac Corp., Fidelity National Financial, Inc., Fiserv, Inc., [removed: Goldleaf Financial Solutions, Inc., Metavante Technologies, Inc.,] Online Resources Corp., S1 Corp., SEI Investments Company, Telecommunications Systems, Inc., and Tyler Technologies Corp.
![Jack Henry 2005 to 2010
![Jack Henry 2004 to 2009
Item 6. Selected Financial Data
13 rewritten, 8 added, 11 removed, 1 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
| Selected Financial Data | | | | | | [removed: | | | | |]
| (In Thousands, Except Per Share Data) | | | | | | [removed: | | | | |]
| | [removed: |] YEAR ENDED JUNE 30, | | | | | [removed: | | | |]
| Income Statement Data | [removed: | 2009] [added: 2010] | [added: 2009] | 2008 | [removed: |] 2007 | [removed: |] 2006 | [removed: | 2005 |]
| Revenue (1) | [removed: $ | 745,593] [added: $ 836,586] | $ [added: 745,593] | [added: $] 742,926 | $ [removed: |] 666,467 | $ [removed: |] 590,877 | [removed: $ | 535,191 |]
| Income from continuing operations | [removed: $ | 103,102] [added: $ 117,870] | $ [added: 103,102] | [added: $] 105,287 | $ [removed: |] 105,644 | $ [removed: |] 90,863 | [removed: $ | 76,050 |]
| Diluted net income per share, continuing operations | [removed: $ | 1.22] [added: $ 1.38] | $ [added: 1.22] | [added: $] 1.17 | $ [removed: |] 1.15 | $ [removed: |] 0.97 | [removed: $ | 0.82 |]
| Dividends declared per share | [removed: $ | 0.32] [added: $ 0.36] | $ [added: 0.32] | [added: $] 0.28 | $ [removed: |] 0.24 | $ [removed: |] 0.20 | [removed: $ | 0.17 |]
| Balance Sheet Data | | | | | | [removed: | | | | |]
| Working capital | [removed: $ | 15,239] [added: $ (53,883)] | $ [added: 15,239] | [added: $] (11,418) | $ [removed: |] 19,908 | $ [removed: |] 42,918 | [removed: $ | 13,710 |]
| Total assets | [removed: $ | 1,050,700] [added: $ 1,564,146] | [removed: $] [added: $1,050,700] | [removed: 1,021,044] [added: $1,021,044] | $ [removed: |] 999,340 | $ [removed: |] 906,067 | [removed: $ | 814,153 |]
| Long-term [removed: debt | $] [added: debt, net of current maturities] | [removed: \-] [added: $ 272,732] | $ [added: -] | [added: $] 24 | $ [removed: |] 128 | $ [removed: |] 421 | [removed: $ | \- |]
| [removed: Stockholders'] [added: Stockholders’] equity | [removed: $ | 626,506] [added: $ 750,371] | $ [added: 626,506] | [added: $] 601,451 | $ [removed: |] 598,365 | $ [removed: |] 575,212 | [removed: $ | 517,154 |]
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Item 8. Financial Statements and Supplementary Data
509 rewritten, 308 added, 410 removed, 379 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
| Management's Annual Report on Internal Control over Financial Reporting | | [removed: 41] [added: 39] |
| Report of Independent Registered Public Accounting Firm | | [removed: 42] [added: 38] |
| | Years Ended June 30, [added: 2010,] 2009, [removed: 2008,] and [removed: 2007] [added: 2008] | [removed: 43] [added: 41] |
| | Consolidated Balance Sheets, June 30, [removed: 2009] [added: 2010] and [removed: 2008] [added: 2009] | [removed: 44] [added: 42] |
| | Years Ended June 30, [added: 2010,] 2009, [removed: 2008,] and [removed: 2007] [added: 2008] | [removed: 45] [added: 43] |
| | Years Ended June 30, [added: 2010,] 2009, [removed: 2008,] and [removed: 2007] [added: 2008] | [removed: 46] [added: 44] |
| | Notes to Consolidated Financial Statements | [removed: 47] [added: 45] |
[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]
We have audited the accompanying [added: consolidated] balance sheets of Jack Henry & Associates, Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of June 30, [removed: 2009] [added: 2010] and [removed: 2008,] [added: 2009,] and the related [added: consolidated] statements of income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, [removed: 2009.][added: 2010.]
In our opinion, such [added: consolidated] financial statements present fairly, in all material respects, the financial position of [removed: the Company] [added: Jack Henry & Associates, Inc. and subsidiaries] at June 30, [removed: 2009] [added: 2010] and [removed: 2008,] [added: 2009,] and the results of [removed: its] [added: their] operations and [removed: its] [added: their] cash flows for each of the three years in the period ended June 30, [removed: 2009,] [added: 2010,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the [removed: Company's] [added: Company’s] internal control over financial reporting as of June 30, [removed: 2009,] [added: 2010,] based on the criteria established in _Internal [removed: Control-Integrated Framework] [added: Control—Integrated Framework_] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission_] [added: Commission] and our report dated August [removed: 28, 2009] [added: 27, 2010] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.
[removed: /s/] DELOITTE & TOUCHE LLP
[removed: MANAGEMENT'S] [added: MANAGEMENT’S] ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]
As of the end of the [removed: Company's 2009] [added: Company’s 2010] fiscal year, management conducted an assessment of the effectiveness of the [removed: Company's] [added: Company’s] internal control over financial reporting based on the framework established in _Internal [removed: Control-Integrated Framework] [added: Control—Integrated Framework_] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission_] [added: Commission] (COSO).
Based on this assessment, management has determined the [removed: Company's] [added: Company’s] internal control over financial reporting as of June 30, [removed: 2009] [added: 2010] was effective.
The [removed: Company's] [added: Company’s] internal control over financial reporting as of June 30, [removed: 2009] [added: 2010] has been audited by the [removed: Company's] [added: Company’s] independent registered public accounting firm, as stated in their report appearing on the next page.
[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]
We have audited the internal control over financial reporting of Jack Henry & Associates, Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of June 30, [removed: 2009,] [added: 2010,] based on criteria established in _Internal [removed: Control-Integrated Framework] [added: Control—Integrated Framework_] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission_.][added: Commission.]
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2009,] [added: 2010,] based on the criteria established in _Internal [removed: Control-Integrated Framework] [added: Control—Integrated Framework_] issued by the Committee on Sponsoring Organizations of the Treadway [removed: Commission_.][added: 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, [removed: 2009] [added: 2010] of the Company and our report dated August [removed: 28, 2009] [added: 27, 2010] expressed an unqualified [removed: opinion, and includes an explanatory paragraph relating to a change in accounting for income taxes.][added: opinion on those financial statements.]
[removed: /s/] DELOITTE & TOUCHE LLP
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | | | | | | | [removed: | |]
| CONSOLIDATED STATEMENTS OF INCOME | | | | | | | [removed: | |]
| (In Thousands, Except Per Share Data) | | | | | | | [removed: | |]
| | | [removed: | |] YEAR ENDED JUNE 30, | | | | |
| | | [added: 2010] | | [removed: 2009] [added: 2009] | | 2008 | [removed: | 2007 |]
| REVENUE | | | | | | | [removed: | |]
| [removed: |] License | | [removed: $] [added: $ 52,225] | [removed: 58,434] | $ [added: 58,434] | [removed: 73,553] | $ [removed: | 76,403] [added: 73,553] |
| [removed: |] Support and service | | [removed: | 614,242] [added: 720,504] | | [removed: 580,334] [added: 614,242] | | [removed: 501,722] [added: 580,334] |
| [removed: |] Hardware | | [removed: | 72,917] [added: 63,857] | | [removed: 89,039] [added: 72,917] | | [removed: 88,342] [added: 89,039] |
| [removed: |] Total | | [removed: | 745,593] [added: 836,586] | | [removed: 742,926] [added: 745,593] | | [removed: 666,467] [added: 742,926] |
| COST OF SALES | | | | | | | [removed: | |]
| [removed: |] Cost of license | | [removed: | 6,885] [added: 5,827] | | [removed: 6,698] [added: 6,885] | | [removed: 4,277] [added: 6,698] |
| [removed: |] Cost of support and service | | [removed: | 385,837] [added: 438,476] | | [removed: 364,140] [added: 385,837] | | [removed: 309,919] [added: 364,140] |
| [removed: |] Cost of hardware | | [removed: | 53,472] [added: 47,163] | | [removed: 64,862] [added: 53,472] | | [removed: 65,469] [added: 64,862] |
| [removed: |] Total | | [removed: | 446,194] [added: 491,466] | | [removed: 435,700] [added: 446,194] | | [removed: 379,665] [added: 435,700] |
| [removed: |] GROSS PROFIT | | [removed: | 299,399] [added: 345,120] | | [removed: 307,226] [added: 299,399] | | [removed: 286,802] [added: 307,226] |
| OPERATING EXPENSES | | | | | | | [removed: | |]
| [removed: |] Selling and marketing | | [removed: | 54,931] [added: 60,875] | | [removed: 55,916] [added: 54,931] | | [removed: 50,195] [added: 55,916] |
| [removed: |] Research and development | | [removed: | 42,901] [added: 50,820] | | [removed: 43,326] [added: 42,901] | | [removed: 35,962] [added: 43,326] |
August 27, 2010
Management’s annual report on internal control over financial reporting excluded iPay Technologies Holding Company, LLC, acquired on June 4, 2010.
This acquisition is a wholly-owned subsidiary with total assets representing 21% of consolidated total assets and both revenue and net income representing less than 1% of consolidated revenue and net income, respectively as of and for the year ended June 30, 2010.
If adequately disclosed, companies are allowed to exclude acquisitions made near the fiscal year end from their assessment of internal control over financial reporting while integrating the acquired company under guidelines established by the US Securities and Exchange Commission.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at iPay Technologies Holding Company, LLC, which was acquired on June 4, 2010 and whose financial statements constitute 21% of consolidated total assets and both revenue and net income constitute less than 1% of consolidated revenues and net income, respectively as of and for the year ended June 30, 2010.
Accordingly, our audit did not include the internal control over financial reporting at iPay Technologies Holding Company, LLC.
August 27, 2010
| | | 2010 | | 2009 |
| Cash and cash equivalents | | $ 125,518 | | $ 118,251 |
| Deferred income taxes | | 13,265 | | \- |
| Long-term debt, net of current maturities | | 272,732 | | \- |
| Shares issued at 06/30/10 were 99,808,367 | | | | |
| Loss on assets (including 6/30/08 | | | | | | |
| Debt acquisition costs | | (7,598) | | \- | | \- |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Arrangements with customers that include significant customization, modification, or production of software are accounted for under contract accounting, with the revenue being recognized using the percentage-of-completion method.
There were no repurchases of treasury stock in 2010.
The application of FSP142-3 did not have a material impact on the Company’s financial statements upon adoption.
The fair value of long term debt also approximates carrying value as estimated using discounting cash flows based on the Company’s current incremental borrowing rates or quoted prices in active markets.
| | 474,991 | | 416,505 | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Balance, as of June 30, 2010 | | $ 405,921 | | $ 131,185 | | $ 537,106 |
The Credit Union Systems and Services segment additions for fiscal 2010 relate to the acquisitions of iPay and PTSI.
| | 2010 | | | | | | 2009 | | | | |
| Totals | $ 290,107 | | $ (82,964) | | $ 207,143 | | $ 130,243 | | $ (70,794) | | $ 59,449 |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Disposals | | (783) | | 16 | | (767) |
| Balance, June 30, 2010 | | $ 184,875 | | $ (69,228) | | $ 115,647 |
| | | | | | | |
| | | | | | | |
| 2011 | | 12,326 | | 19,616 | | 31,942 |
| 2012 | | 11,299 | | 15,428 | | 26,727 |
| | | |
| | | |
| | | |
| | | |
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."
August 28, 2009
August 28, 2009
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
An excerpt. Shown here: 40 of 509 rewritten, 40 of 308 added and 40 of 410 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2010 filing and the FY2009 filing.
Item 9A. Controls and Procedures
5 rewritten, 0 added, 4 removed, 6 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
The [removed: Management's] [added: Management’s] Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, [removed: "Financial] [added: “Financial] Statements and Supplementary [removed: Data."] [added: Data.”] Deloitte & Touche LLP has audited our internal control over financial reporting as of June 30, [removed: 2009;] [added: 2010;] their report is included in Item 8 of this Form 10K.
During the fiscal quarter ending June 30, [removed: 2009,] [added: 2010,] there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to affect, the [removed: Company's] [added: Company’s] internal control over financial [removed: reporting.][added: reporting, notwithstanding the acquisition of iPay (see Note 14 to the Consolidated Financial Statements in Item 8).]
[removed: Item] [added: Item] 9B.
Other [removed: Information][added: Information]
[removed: PART III][added: PART III]
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 1 added, 2 removed, 0 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
See the information under the captions [removed: "Election] [added: “Election] of [removed: Directors", "Corporate Governance", "Audit] [added: Directors”, “Corporate Governance”, “Audit] Committee [removed: Report", "Executive] [added: Report”, “Executive] Officers and Significant [removed: Employees"] [added: Employees”] and [removed: "Section] [added: “Section] 16(a) Beneficial Ownership Reporting [removed: Compliance"] [added: Compliance”] in the [removed: Company's] [added: Company’s] definitive Proxy Statement for our [removed: 2009] [added: 2010] Annual Meeting of Stockholders which is incorporated herein by reference.
Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
0 rewritten, 1 added, 2 removed, 1 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
0 rewritten, 1 added, 2 removed, 1 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
0 rewritten, 1 added, 2 removed, 1 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
1 rewritten, 1 added, 2 removed, 1 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
[removed: PART IV][added: PART IV]
Principal Accountant Fees and Services
Item 15. Exhibits and Financial Statement Schedules
41 rewritten, 43 added, 36 removed, 25 unchanged
Read the full itemFY2010 item · filed August 27, 2010FY2009 item · filed August 28, 2009
[removed: | \- |] Report of Independent Registered Public Accounting Firm [removed: |]
[removed: | \- |] Consolidated Statements of Income for the Years Ended June 30, [removed: 2009, 2008] [added: 2010, 2009] and [removed: 2007 |][added: 2008]
[removed: | \- |] Consolidated Balance Sheets as of June 30, [removed: 2009] [added: 2010] and [removed: 2008 |][added: 2009]
[removed: | \- |] Consolidated Statements of Changes in [removed: Stockholders'] [added: Stockholders’] Equity for the Years Ended June 30, [removed: 2009, 2008] [added: 2010, 2009] and [removed: 2007 |][added: 2008]
[removed: | \- |] Consolidated Statements of Cash Flows for the Years Ended June 30, [removed: 2009, 2008] [added: 2010, 2009] and [removed: 2007 |][added: 2008]
[removed: | \- |] Notes to the Consolidated Financial Statements [removed: |]
[removed: | |] Exhibit No. [removed: | | Description |]
[removed: | | 2.1 | |] Agreement and Plan of Merger among Jack Henry & Associates, Inc., Peachtree Acquisition Corporation and Goldleaf Financial Solutions, Inc. attached as Exhibit 2.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed August 17, 2009. [removed: |]
[removed: | | 3.1.7 | |] Restated Certificate of Incorporation, attached as Exhibit 3.1.7 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the Year ended June 30, 2003. [removed: |]
[removed: | | 3.2.2 | |] Restated and Amended Bylaws, attached as Exhibit 3.2.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed November 13, 2008. [removed: |]
[removed: | | 10.3 | |] The [removed: Company's] [added: Company’s] 1995 Non-Qualified Stock Option Plan, attached as Exhibit 10.3 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the Year Ended June 30, 1996. [removed: |]
[removed: | | 10.8 | |] Form of Indemnity Agreement which has been entered into as of August 27, 1996, between the Company and each of its Directors and Executive Officers, attached as Exhibit 10.8 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the Year Ended June 30, 1996. [removed: |]
[removed: | | 10.9 | |] The [removed: Company's] [added: Company’s] 1996 Stock Option Plan, attached as Exhibit 10.9 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the Year Ended June 30, 1997. [removed: |]
[removed: | | 10.21 | |] Amendment to the [removed: Company's] [added: Company’s] 1996 Stock Option Plan, attached as Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed July 5, 2005. [removed: |]
[removed: | | 10.27 | |] The [removed: Company's] [added: Company’s] Restricted Stock Plan, attached as Exhibit 10.27 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed September 12, 2006. [removed: |]
[removed: | | 10.28 | |] The [removed: Company's] [added: Company’s] 2005 Non-Qualified Stock Option Plan, attached as Exhibit 10.28 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed September 12, 2006. [removed: |]
[removed: | | 10.29 | |] Jack Henry & Associates, Inc. 2006 Employee Stock Purchase Plan, attached as Exhibit 10.29 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed November 6, 2006. [removed: |]
[removed: | | 10.31 | |] Form of Termination Benefits Agreement, attached as Exhibit 10.31 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed September 10, 2007. [removed: |]
[removed: | | 10.32 | |] Form of Restricted Stock Agreement (executives), attached as Exhibit 10.32 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed September 10, 2007. [removed: |]
[removed: | | 10.33 | |] Form of Restricted Stock Agreement (Vice presidents and certain other managers), attached as Exhibit 10.33 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed September 10, 2007. [removed: |]
[removed: | | 10.34 | |] Amendment No. 2 to Jack Henry & Associates, Inc. 2006 Employee Stock Purchase Plan, attached as Exhibit 10.34 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed November 1, 2007. [removed: |]
[removed: | | 10.35 | |] Jack Henry & Associates, Inc. 2007 Annual Incentive Plan, attached as Exhibit 10.35 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed November 1, 2007. [removed: |]
[removed: | | 10.36 | |] Jack Henry & Associates, Inc. 1995 Non-Qualified Stock Option Plan, as amended May 9, 2008, attached as Exhibit 10.36 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed August 29, 2008. [removed: |]
[removed: | | 10.37 | |] Jack Henry & Associates, Inc. 1996 Stock Option Plan, as amended May 9, 2008, attached as Exhibit 10.37 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed August 29, 2008. [removed: |]
[removed: | | 10.38 | |] Jack Henry & Associates, Inc. 2005 Non-Qualified Stock Option Plan, as amended and restated May 9, 2008, attached as Exhibit 10.38 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed August 29, 2008. [removed: |]
[removed: | | 21.1 | |] List of the [removed: Company's] [added: Company’s] subsidiaries. [removed: |]
[removed: | | 23.1 | |] Consent of Independent Registered Public Accounting Firm. [removed: |]
[removed: | | 31.1 | |] Certification of Chief Executive Officer. [removed: |]
[removed: | | 31.2 | |] Certification of Chief Financial Officer. [removed: |]
[removed: | | 32.1 | |] Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. [removed: |]
[removed: | | 32.2 | |] Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. [removed: |]
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this [removed: 28th] [added: 27th] day of August, [removed: 2009.][added: 2010.]
| /s/ Michael E. Henry Michael E. Henry | Chairman of the Board and Director | August [removed: 28, 2009] [added: 27, 2010] |
| /s/ John F. Prim John F. Prim | Chief Executive Officer and Director | August [removed: 28, 2009] [added: 27, 2010] |
| /s/ Kevin D. Williams Kevin D. Williams | Chief Financial Officer and Treasurer (Principal Accounting Officer) | August [removed: 28, 2009] [added: 27, 2010] |
| /s/ Jerry D. Hall Jerry D. Hall | Executive Vice President and Director | August [removed: 28, 2009] [added: 27, 2010] |
| /s/ James J. Ellis James J. Ellis | Director | August [removed: 28, 2009] [added: 27, 2010] |
| /s/ Craig R. Curry Craig R. Curry | Director | August [removed: 28, 2009] [added: 27, 2010] |
| /s/ Wesley A. Brown Wesley A. Brown | Director | August [removed: 28, 2009] [added: 27, 2010] |
| /s/ Matthew Flanigan Matthew Flanigan | Director | August [removed: 28, 2009] [added: 27, 2010] |
Exhibits and Financial Statement Schedules
\-
\-
\-
\-
\-
\-
Description
2.1
2.2
Stock Purchase Agreement between PEMCO Corporation and Jack Henry & Associates, Inc. attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 30, 2009.
2.3
Securities Purchase Agreement between Jack Henry & Associates, Inc., iPay Technologies Holding Company, LLC and signatory Sellers dated May 6, 2010.
2.4
First Amendment to Securities Purchase Agreement between Jack Henry & Associates, Inc., iPay Technologies Holding Company, LLC and SEI V iPay AIV, L.P. dated May 27, 2010.
3.1.7
3.2.2
10.3
10.8
10.9
10.21
10.27
10.28
10.29
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
Revised Form of Restricted Stock Agreement (executives), attached as Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q filed November 6, 2009.
10.40
Amended and Restated Credit Agreement among Jack Henry & Associates, Inc., Wells Fargo Bank, National Association, Bank of America, N.A., regions Bank and U.S. Bank National Association, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 9, 2010.
21.1
23.1
31.1
31.2
| --- | --- |
| | |
| | |
| | |
| | |
| | |
| --- | --- | --- | --- |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | 10.20 | | Credit Agreement with Wachovia Bank, National Association as Administrative Agent, attached as Exhibit 10.20 to the Company's Current Report on Form 8-K filed April 21, 2005. |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | 10.30 | | Second Amendment to Credit Agreement with Wachovia Bank, National Association as Administrative Agent, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 31, 2007. |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
An excerpt. Shown here: 40 of 41 rewritten, 40 of 43 added and all 36 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2010 filing and the FY2009 filing.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19
0 rewritten, 0 added, 22 removed, 0 unchanged
Dropped this year
Read the full itemFY2009 item · filed August 28, 2009
| | | |
| | | |
| | | |
| PART II | | |
| | | |
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER 20
| | MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | |
| | | |
Item 6.
SELECTED FINANCIAL DATA 22
| | | |
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 22
| | CONDITION AND RESULTS OF OPERATIONS | |
| | | |
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 38
| | | |
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 39
| | | |