Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2011 vs FY2010
The 2011-06-30 10-K against the 2010-06-30 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 1A5 rewritten15 added4 removed70 unchanged
All filing items658 rewritten390 added478 removed1,361 unchanged
Summary
counted, not written
- Item 1A lists 17 risk factor headings: 1 new, 1 reworded and 15 unchanged since FY2010. 2 headings from FY2010 no longer appear.
- Sentence by sentence, 390 added, 478 removed, 658 rewritten and 1,361 unchanged across 19 items that differ.
New Item 1A headings (1)
- Failures associated with payment transactions could result in a financial loss.
Removed Item 1A headings (2)
- As technology becomes less expensive and more advanced, purchase prices of hardware are declining and our revenues and profits from remarketing arrangements may decrease.
- Item 1B. Unresolved Staff Comments
Reworded Item 1A headings (1)
- Consolidation [added: and failures] of financial institutions will continue to reduce the number of our customers and potential customers.
A heading is new when no FY2010 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
20 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2011; struck-through words were in FY2010. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
5 rewritten, 15 added, 4 removed, 70 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
Given this concentration, we may be particularly exposed to the current [removed: global] [added: difficult and unsettled] economic [removed: recession.][added: climate.]
Individual personal computers can be stolen, and customer data [removed: tapes] [added: media] can be lost in shipment.
Consolidation [added: and failures] of financial institutions will continue to reduce the number of our customers and potential customers. Our primary market consists of approximately [removed: 7,900] [added: 7,600] commercial and savings banks and [removed: 7,800] [added: 7,600] credit unions.
The number of commercial banks and credit unions has decreased because of [added: failures over the last few years and] mergers and acquisitions over the last several decades and is expected to continue to decrease as more consolidation occurs.
As a supplier of services to financial institutions, portions of our operations are examined by the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, [added: and] the National Credit Union [removed: Association and the Office of Thrift Supervision,] [added: Association,] among other regulatory agencies.
The Dodd-Frank Act and related regulations may have an adverse impact on our clients and our business.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) represents a comprehensive overhaul of the financial services industry within the United States, establishes the new federal Consumer Financial Protection Bureau (the “CFPB”) and requires the CFPB and other federal agencies to implement numerous new regulations.
At this time, it is difficult to predict the extent to which the Dodd-Frank Act or the resulting regulations will impact our business or the businesses of our current and potential clients.
To the extent the regulations negatively impact the business, operations or financial condition of our customers, our business and results of operations could be materially and adversely affected because, among other matters, our customers could have less capacity to purchase products and services from us.
We could be required to invest a significant amount of time and resources to comply with additional regulations or to modify the manner in which we provide products and services to our customers.
We may not be able to update our existing products and services, or develop new ones, to satisfy our customers’ needs.
Any of these events, if realized, could have a material adverse effect on our business, results of operations and financial condition.
Failures associated with payment transactions could result in a financial loss. The volume and dollar amount of payment transactions that we process is very large and continues to grow.
We settle funds on behalf of financial institutions, other businesses and consumers and receive funds from clients, card issuers, payment networks and consumers on a daily basis for a variety of transaction types.
Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, Automated Clearing House (“ACH”) payments and check clearing that supports consumers, financial institutions and other businesses.
If the continuity of operations, integrity of processing, or ability to detect or prevent fraudulent payments were compromised in connection with payments transactions, this could result in a financial as well as reputational loss to us.
In addition, we rely on various financial institutions to provide ACH services in support of funds settlement for certain of our products.
If we are unable to obtain such ACH services in the future, that could have a material adverse effect on our business, financial position and results of operations.
In addition, we may issue credit to consumers, financial institutions or other businesses as part of the funds settlement.
A default on this credit by a counterparty could result in a financial loss to us.
Without additional acquisitions, we may not be able to grow and to develop new products and services as quickly as we have in the past to meet the competition.
As technology becomes less expensive and more advanced, purchase prices of hardware are declining and our revenues and profits from remarketing arrangements may decrease. Computer hardware technology is rapidly developing.
Hardware manufacturers are producing less expensive and more powerful equipment each year, and we expect this trend to continue into the future.
As computer hardware becomes less expensive, revenues and profits derived from our hardware remarketing may decrease and become a smaller portion of our revenues and profits.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
101 rewritten, 105 added, 146 removed, 336 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
[removed: We provide] [added: JHA provides] integrated computer systems for in-house and outsourced data processing to commercial banks, credit unions and other financial institutions.
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 [removed: eight] [added: six] data centers in [removed: six] [added: five] physical locations and [removed: 10] [added: six] item-processing centers located throughout the United States.
All dollar amounts are in thousands and discussions compare fiscal [removed: 2010] [added: 2011] to fiscal [removed: 2009] [added: 2010] and compare fiscal [removed: 2009] [added: 2010] to fiscal [removed: 2008.][added: 2009.]
[added: ongoing outsourcing fees, transaction processing fees, and] support and service fees, which include implementation services; and
hardware sales, which [removed: includes] [added: include] all non-software remarketed products.
Over the last five fiscal years, our revenues have grown from [removed: $590,877] [added: $666,467] in fiscal [removed: 2006] [added: 2007] to [removed: $836,586] [added: $966,897] in fiscal [removed: 2010.][added: 2011.]
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: 11,200] [added: 11,300] customers who utilize our software systems or services as of June 30, [removed: 2010.][added: 2011.]
Support and [removed: services fees] [added: service revenues] are generated from implementation services [removed: contracted with us by the customer, ongoing] [added: (including conversion, installation, configuration and training), annual] support [removed: services] to assist the customer in operating [removed: the] [added: their] systems and to enhance and update the software, [removed: and from providing] outsourced data processing services and [removed: Electronic Funds Transfer (“EFT”) support services, which includes ATM and debit card transaction processing, online bill] [added: electronic] payment [removed: services, remote deposit capture and transaction processing] services.
[removed: Revenues from outsourced item and data processing and EFT support] [added: Outsourcing] services are [added: performed through our data and item processing centers, with revenues] primarily derived from monthly usage or transaction fees typically under five-year service contracts with our customers.
Cost of license [removed: fees] represents the [added: cost of software from] third party [removed: vendor costs] [added: vendors through remarketing agreements] associated with license fee revenue.
Cost of [removed: services] [added: support and service] represents costs associated with conversion and implementation efforts, ongoing support for our in-house customers, operation of our data and item [removed: processing] centers providing services for our outsourced customers, [removed: EFT services,] [added: electronic payment services] and direct [removed: operation] [added: operating] costs.
Cost of hardware consists of the direct and [removed: related] [added: indirect] costs of purchasing the equipment from the manufacturers and delivery to our customers.
In fiscal [removed: 2010,] [added: 2011,] revenues increased [removed: 12%] [added: 16%] or [removed: $90,993] [added: $130,311] compared to the prior year due primarily to [added: strong organic growth and] the [removed: current] [added: prior] year [removed: acquisition] [added: acquisitions] of Goldleaf Financial Solutions, Inc. (“GFSI”), PEMCO Technology Services, Inc. (“PTSI”) and iPay Technologies Holding Company, LLC (“iPay”).
The profits of many financial institutions [removed: have decreased] [added: remain low] and this has resulted in some reduction of demand for new products and services.
| [removed: _License Revenue_] [added: License Revenue] | | | | | | |
Our outsourced delivery does not require our customers to make a large, up-front capital investment in license [removed: fees or hardware.][added: fees.]
| [removed: _Support] [added: Support] and Service [removed: Revenue_] [added: Revenue] | | | | | | |
| [removed: Year] [added: | | Year] Over Year [removed: Change] [added: Change] | | [removed: $ Change] | | [removed: % Change] |
| [removed: _Hardware Revenue_] [added: Hardware Revenue] | | | | | | |
| Percentage of total revenue | | [removed: 8%] [added: 5%] | | [removed: 10%] [added: 6%] | | |
Hardware revenue decreased [removed: mainly] [added: slightly] due to a decrease in the number of hardware systems and components delivered [removed: in the current year] compared to [removed: a year ago.][added: last year.]
| [removed: _Cost] [added: Cost] of Sales and Gross [removed: Profit_] [added: Profit] | | | | | | |
| [removed: _Selling] [added: Selling] and [removed: Marketing_] [added: Marketing] | | | | | | |
| [removed: _Research] [added: Research] and [removed: Development_] [added: Development] | | | | | | |
| Percentage of total revenue | | [removed: 6%] [added: 7%] | | 6% | | |
| [removed: _General] [added: General] and [removed: Administrative_] [added: Administrative] | | | | | | |
[removed: Income from continuing operations] [added: Net income] increased, moving from $103,102, or $1.22 per diluted share in fiscal 2009 to $117,870, or $1.38 per diluted share in fiscal 2010.
[removed: The] [added: Slow recovery from the] US financial crisis [removed: is] [added: remains] a primary concern [removed: at this time] as it [removed: threatens] [added: continues to threaten] our customers and our industry.
[removed: We] [added: Despite the difficult economic climate, we] remain cautiously optimistic, [removed: however,] with increasing portions of our business coming from recurring revenue, increases in backlog and [added: an] encouraging sales [removed: pipeline in specific areas.][added: pipeline.]
Our customers will continue to face regulatory and operational challenges which our products and services address, and in these times [added: they] have an even greater need for some of our solutions that directly address institutional profitability and efficiency.
We [removed: face these uncertain times with] [added: continue to have] a strong balance [removed: sheet] [added: sheet, access to extensive lines of credit,] 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 [removed: when] [added: as] the economic [removed: rebound occurs.][added: recovery strengthens.]
In addition, our customers are [removed: often] [added: increasingly] electing to contract for our products via [removed: an] outsourced delivery rather than a traditional license agreement.
| Percentage of total revenue | | [removed: 82%] [added: 5%] | | [removed: 78%] [added: 6%] | | |
| In-House Support & Other Services | | $ [removed: 19,692] [added: 16,286] | | [removed: 8%] [added: 6%] | [added: | |]
| Outsourcing Services | | [removed: 4,059] [added: 15,574] | | [removed: 3%] [added: 10%] | [added: | |]
| Implementation Services | | [removed: (5,542)] [added: 6,019] | | [removed: \-9%] [added: 9%] | [added: | |]
| Total Increase | | $ [removed: 33,908] [added: 131,749] | | | [added: | |]
There was strong growth in [removed: most] [added: all] support and service revenue components in fiscal [removed: 2009.][added: 2011.]
| Percentage of total revenue | | [removed: 10%] [added: 6%] | | [removed: 12%] [added: 8%] | | |
| Percentage of total revenue | | [removed: <1%] [added: 1%] | | [removed: <1%] [added: 1%] | | |
software license fees;
Income from continuing operations has grown from $105,644 in fiscal 2007 to $137,471 in fiscal 2011.
Our three most recent acquisitions were completed in fiscal 2010.
FISCAL 2011 COMPARED TO FISCAL 2010
During fiscal 2011, the Company’s management continued to focus on cost management that, when combined with the growth in revenue, resulted in a 17% increase in net income.
During the past two years, a number of financial institutions have failed or been subject to government intervention.
To date, such actions have not materially impacted our revenue or results of operations.
In each of the past two years, approximately 1% of all financial institutions in the United States have closed or merged due to regulatory action.
We believe that the number of regulatory actions will continue to decline through fiscal 2012, absent a significant downturn in the economy.
The increase in bank failures and forced consolidations has been offset to some extent by a general decline in the level of acquisition activity among financial institutions.
A consolidation can benefit us when a newly combined institution is processed on our platform, or elects to move to one of our platforms, and can negatively impact us when a competing platform is elected.
Consolidations and acquisitions also positively impact our financial results in the short-term due to early termination fees which are generally provided for in multi-year outsourced contracts.
These fees are primarily generated when an existing outsourced client is acquired by another financial institution and can vary from period to period based on the number and size of clients that are acquired and how early in the contract term the contract is terminated.
We generally do not receive contract termination fees when a financial institution is subject to a government action or from a customer that has selected in-house processing.
Our cautious optimism was expressed through our acquisitions of GFSI, PTSI and iPay during fiscal 2010 and these acquisitions, the three largest in our Company’s history, combined with our existing solutions present us with opportunities to extend our customer base and produce returns for our stockholders.
| | | 2011 | | 2010 | | |
| License | | $ 53,067 | | $ 52,225 | | 2% |
The increase in license revenue for the current year is primarily due to increased organic revenue from our Alogent® products (our suite of deposit and image capture products targeted at large financial institutions) and an additional quarter of revenues from GFSI (acquired in the second quarter of fiscal 2010).
This increase has been partially offset by decreases in our core software and imaging software license revenues, for which the average deal size was smaller compared to a year ago.
We believe our customers are continuing to postpone major capital investments in technology, including software, due to the slowly recovering economy.
| | | 2011 | | 2010 | | |
| Support and service | | $ 852,253 | | $ 720,504 | | 18% |
| | | $ Change | | % Change | | |
| Electronic Payment Services | | 93,870 | | 43% | | |
In-house support and other services revenue increased as the acquisition of GFSI contributed additional revenue of $5,648 compared to a year ago.
Additionally, annual maintenance fees have increased as our customers’ assets have grown and revenue from our complementary products has grown as the total number of supported in-house customers has grown.
Electronic payment services includes ATM, debit and credit card transaction processing, online bill payment services, remote deposit capture and transaction processing services, with revenues being primarily derived from transaction fees typically under five-year service contracts with our customers.
Electronic payment services continued to experience the largest percentage revenue growth.
The revenue growth is attributable to the acquisitions of GFSI, PTSI and iPay, which combined to add $68,663 during the current year, and organic revenue growth within electronic payment services, excluding the effects of the acquisitions, continues to be strong with an increase of 12% over the prior fiscal year.
The increase in implementation services revenue is primarily related to acquisition related revenues of $2,683 for GFSI (acquired in the second quarter of fiscal 2010) and increased revenue from merger conversions of $3,754 for existing customers that acquired other financial institutions.
| | | 2011 | | 2010 | | |
| Hardware | | $ 61,577 | | $ 63,857 | | \-4% |
Hardware revenue has been generally commensurate with the trends in license revenue; however, we expect the overall decreasing trend in hardware sales to continue due to the trend towards outsourcing contracts, which typically do not include hardware.
| | | 2011 | | 2010 | | |
| Cost of License | | $ 6,285 | | $ 5,827 | | 8% |
| License Gross Profit | | $ 46,782 | | $ 46,398 | | 1% |
| Cost of support and service | | $ 515,917 | | $ 438,476 | | 18% |
| Support and Service Gross Profit | | $ 336,336 | | $ 282,028 | | 19% |
| Cost of hardware | | $ 45,361 | | $ 47,163 | | \-4% |
| Hardware Gross Profit | | $ 16,216 | | $ 16,694 | | \-3% |
Management's Discussion and Analysis of Financial Condition and Results of Operations
Background and Overview
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software licenses;
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Income from continuing operations has grown from $90,863 in fiscal 2006 to $117,870 in fiscal 2010.
Since the start of fiscal 2008, we have completed 5 acquisitions.
We license our proprietary software products under standard license agreements that typically provide the customer with a non-exclusive, non-transferable right to use the software on a single computer and for a single financial institution location.
Outsourcing services are performed through our data and item processing centers.
We have entered into remarketing agreements with several hardware manufacturers under which we sell computer hardware and related services to our customers.
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License revenue represents the delivery and acceptance of application software systems contracted with us by the customer.
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Support and service revenues are generated from implementation services (including conversion, installation, configuration and training), annual support to assist the customer in operating their systems and to enhance and update the software, outsourced data processing services and EFT Support services.
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Cost of license represents the cost of software from third party vendors through remarketing agreements.
Cost of support and service represents costs associated with conversion and implementation efforts, ongoing support for our in-house customers, operation of our data and item centers providing services for our outsourced customers, EFT processing services and direct operating costs.
Cost of hardware consists of the direct and related costs of purchasing the equipment from the manufacturers and delivery to our customers.
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INCOME FROM CONTINUING OPERATIONS
DISCONTINUED OPERATIONS
There was no gain or loss from discontinued operations for fiscal 2010 or 2009.
FISCAL 2009 COMPARED TO FISCAL 2008
In fiscal 2009, revenues remained fairly even compared to the prior year as growth in Support and services revenue was offset by decreases in license and hardware revenue.
This continuing shift in sales mix resulted in slightly leaner gross and operating margins.
As a result, revenue that was consistent with the prior year yielded income from continuing operations that was down 2% in comparison to fiscal 2008.
| | | 2009 | | 2008 | | |
| License | | $ 58,434 | | $ 73,553 | | \-21% |
An excerpt. Shown here: 40 of 101 rewritten, 40 of 105 added and 40 of 146 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 FY2011 filing and the FY2010 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 0 added, 1 removed, 5 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
Based on our outstanding debt with variable interest rates as of June 30, [removed: 2010,] [added: 2011,] a 1% increase in our borrowing rate would increase annual interest expense in fiscal [removed: 2011] [added: 2012] by [removed: less than $3,000.][added: approximately $1,500.]
Quantitative and Qualitative Disclosures about Market Risk
Item 1. BUSINESS
54 rewritten, 5 added, 3 removed, 234 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
Jack Henry & Associates, Inc. [removed: (“JHA” or the “Company”)] was founded in 1976 as a provider of core information processing solutions for community banks.
Today, the Company’s extensive array of products and services includes processing transactions, automating business processes, and managing information for more than [removed: 11,200] [added: 11,300] financial institutions and diverse corporate entities.
Jack Henry Banking is a leading provider of integrated data processing systems to nearly [removed: 1,500] [added: 1,400] banks ranging from de novo or start-up institutions to mid-tier banks with assets of up to [removed: $15] [added: $30] billion.
Symitar is a leading provider of core data processing solutions for credit unions of all sizes, with [removed: more than 700] [added: nearly 750] credit union customers.
[removed: These specialized] [added: ProfitStars offers] solutions [added: for generating revenue and growth opportunities, increasing security and mitigating operational risks, and controlling operating costs, that] can be used with a wide variety of information technology platforms and operating environments.
[removed: ProfitStars’ offers] [added: ProfitStars currently supports nearly 8,000 institutions with specialized] solutions for generating [added: additional] revenue and [removed: growth opportunities,] [added: growth,] increasing [removed: security and] [added: security,] mitigating operational risks, and controlling operating costs.
ProfitStars’ products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with [removed: more than 8,800] [added: nearly 8,000] domestic and international customers.
Through strategic partnerships with more than 50 providers of information processing and online banking solutions, iPay’s electronic payments platform is supporting [removed: more than 1,700] [added: approximately 3,700] financial institutions.
JHA’s gross revenue has grown from [removed: $590.9] [added: $666.5] million in fiscal [removed: 2006] [added: 2007] to [removed: $836.6] [added: $966.9] million in fiscal [removed: 2010,] [added: 2011,] representing a compound annual growth rate during this five-year period of [removed: 7] [added: 8] percent_._ Net income from continuing operations has grown from [removed: $90.9] [added: $105.6] million to [removed: $117.9] [added: $137.5] million during this same five-year period, representing a compound annual growth rate of 5 percent_._ Information regarding the classification of our business into separate segments serving the banking and credit union industries is set forth in Note [removed: 14] [added: 13] to the Consolidated Financial Statements (see Item 8).
Jack Henry Banking primarily serves commercial banks and savings institutions with [removed: less than] [added: up to] $30.0 billion in assets.
According to the Federal Deposit Insurance Corporation (“FDIC”), there were more than [removed: 7,900] [added: 7,600] commercial banks and savings institutions in this asset range as of December 31, [removed: 2009.][added: 2010.]
Jack Henry Banking currently supports nearly [removed: 1,500] [added: 1,400] of these banks with its core information processing platforms and complementary products and services.
According to the Credit Union National Association (“CUNA”), there were more than [removed: 7,800] [added: 7,600] domestic credit unions as of December 31, [removed: 2009.][added: 2010.]
Symitar currently supports [removed: more than 700] [added: nearly 750] of these credit unions with core information processing platforms and complementary products and services.
iPay [added: Technologies serves financial institutions of all sizes and] currently supports [removed: more than 3,600] [added: approximately 3,700] institutions with [removed: their] electronic payment platform and online bill payment solutions.
The FDIC reports the number of commercial banks and savings institutions declined [removed: 11] [added: 13] percent from the beginning of calendar year [removed: 2005] [added: 2006] to the end of calendar year [removed: 2009.][added: 2010.]
Although the number of banks declined at a [removed: 2] [added: 3] percent compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 7] [added: 6] percent and totaled [removed: $11.8] [added: $12.1] trillion as of December 31, [removed: 2009.][added: 2010.]
Comparing calendar years [removed: 2009] [added: 2010] to [removed: 2008,] [added: 2009,] new bank charters decreased [removed: 68] [added: 65] percent and mergers [removed: decreased 39] [added: increased 10] percent.
CUNA reports the number of credit unions declined 16 percent from the beginning of calendar year [removed: 2005] [added: 2006] to the end of calendar year [removed: 2009.][added: 2010.]
Although the number of credit unions declined at a 3 percent compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 6] [added: 7] percent and totaled [removed: $904.0] [added: $934.1] billion as of December 31, [removed: 2009.][added: 2010.]
According to _Automation in Banking [removed: 2010,_] [added: 2011,_] approximately [removed: 51] [added: 56] percent of all financial institutions currently utilize in-house core information processing solutions and approximately [removed: 49] [added: 44] percent outsource information processing to third-party providers.
According to the [removed: _2010] [added: _2011] Credit Union Technology Survey_ published by Callahan & Associates_,_ approximately 67 percent of all credit unions utilize in-house core information processing solutions and approximately [removed: 29] [added: 30] percent outsource information processing to third-party providers.
Since our focused diversification strategy was adopted, JHA has completed 19 acquisitions that support it and assembled [removed: three] [added: four] distinct product [removed: suites] [added: brands] that enable users to:
Following are [removed: some of] the acquisitions that have been made in the last five fiscal years to support JHA’s focused diversification:
Jack Henry Banking is a recognized market leader, currently supporting nearly [removed: 1,500] [added: 1,400] banks with its technology platforms.
ProfitStars’ products and services are enhancing the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with [removed: more than 8,800] [added: nearly 8,000] domestic and international implementations.
Through strategic [removed: partnerships with more than 50 providers of information] processing and online banking solutions, iPay [added: Technologies] is supporting more than [removed: 1,700] [added: 3,700] financial institutions.
This system has been implemented by nearly [removed: 450] [added: 430] banks, and now automates approximately 6 percent of the domestic banks with assets less than $30 billion.
CIF 20/20® is a parameter-driven, easy-to-use system that now supports [removed: approximately 780] [added: nearly 730] banks ranging from de novo institutions to those with assets exceeding $2 billion.
Core Director® is a [removed: Windows®\-based,] [added: Windows®-based,] client/server system that now supports [removed: almost 250] [added: over 230] banks ranging from de novo institutions to those with assets exceeding $1 billion.
It has been implemented by [removed: almost 550] [added: over 560] credit unions and is ranked as the system implemented by more credit unions with assets exceeding $25 million than any other alternative.
It has been implemented by more than [removed: 170] [added: 180] credit unions, is cost-efficient, and provides intuitive point-and-click, drag-and-drop operation.
Our outsourcing services are provided through a national network of [removed: eight] [added: six] data centers in [removed: six] [added: five] physical locations and [removed: 10] [added: six] image-enabled item processing centers.
Hardware sales, which include [removed: non-software] [added: non-JHA] products that we re-market in order to support our software systems, represent one of our primary revenue sources.
We currently sell the IBM Power Systems and System x servers; Lenovo workstations; Dell servers and workstations; [removed: Unisys,] [added: Burroughs,] RDM, Panini, Digital Check, Canon check scanners; and other devices that complement our software solutions.
A best practices methodology developed and refined through the company-wide, day-to-day experience supporting more than [removed: 11,200] [added: 11,300] diverse clients.
These support services are typically priced at approximately 18 [removed: percent] to 20 percent of the respective product’s software license fee.
Periodically, customer advisory groups are assembled to discuss significant regulatory changes, such as recent changes to [removed: Regulation E relating to] [added: the FDIC’s] overdraft [removed: fees.][added: fee guidance.]
Additional third-party reviews are performed throughout the organization, such as vulnerability tests, intrusion tests, and [removed: SAS 70] [added: SSAE 16] reviews.
Research and development expenses for fiscal years [added: 2011,] 2010, [removed: 2009,] and [removed: 2008] [added: 2009] were [removed: $50.8] [added: $63.4] million, [removed: $42.9] [added: $50.8] million, and [removed: $43.3] [added: $42.9] million, respectively.
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iPay Technologies provides complementary solutions that can integrate with any online banking platform, aiding financial institutions with the attraction and retention of customers.
We also provide a configurable electronic payments platform and turnkey online bill payment solutions through our iPay Technologies division.
Through strategic partnerships with more than 50 providers of information processing and online banking solutions, this suite of solutions integrates with any online banking platform, and responds to evolving customer and member demands.
iPay Technologies sells configurable electronic payment platforms and turnkey online bill payment solutions that respond to evolving customer and member demands across a diverse range of financial institutions.
ProfitStars currently supports approximately 9,600 institutions with specialized solutions for generating additional revenue and growth, increasing security, mitigating operational risks, and controlling operating costs.
iPay Technologies serves financial institutions of all sizes.
| 2006 | ProfitStar | Asset/Liability Management, Budgeting and Profitability |
An excerpt. Shown here: 40 of 54 rewritten, all 5 added and all 3 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2011 filing and the FY2010 filing.
Cover and table of contents
18 rewritten, 8 added, 15 removed, 33 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
10-K 1 [removed: jha2010q4.htm] [added: jkhy2011q4.htm] FORM 10K FOR FISCAL YEAR ENDED JUNE 30, [removed: 2010][added: 2011]
[removed: | UNITED STATES SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION Washington, D.C. 20549 | | |][added: COMMISSION]
[removed: |] FORM 10-K [removed: | | |]
[removed: | ANNUAL] [added: \[X\] ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: | | |]
[removed: | Mark] [added: (Mark] One) [removed: | | |]
[removed: | \[X\] | ANNUAL] [added: \[ \] TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: | |]
[removed: | |] For the fiscal year ended June 30, [removed: 2010 | |][added: 2011]
[removed: | \[ \] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF] [added: OF] THE SECURITIES EXCHANGE ACT OF 1934 [removed: | |]
[removed: | |] For the transition period from _______________ to _______________ [removed: | |]
[removed: |] Commission File Number 0-14112 [removed: | | |]
[removed: | JACK HENRY AND ASSOCIATES, INC. (Exact] [added: (Exact] name of registrant as specified in its charter) [removed: | | |]
[removed: |] 663 Highway 60, P.O. Box 807, Monett, MO 65708 [removed: (Address of principal executive offices) | | |]
[removed: |] Registrant’s telephone number, including area code: (417) 235-6652 [removed: | | |]
[removed: |] Securities registered pursuant to Section 12(b) of the Act: [removed: | | |]
Yes \[ [added: X] \] No \[ \]
As of August [removed: 20, 2010,] [added: 22, 2011,] the Registrant had [removed: 85,906,177] [added: 86,397,007] shares of Common Stock outstanding ($0.01 par value).
On December 31, [removed: 2009,] [added: 2010,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $1,820,259,273] [added: $2,363,957,956] (based on the average of the reported high and low sales prices on NASDAQ on December 31, [removed: 2009).][added: 2010).]
Portions of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its [removed: 2010] [added: 2011] Annual Meeting of Stockholders (the "Proxy Statement"), to the Table of Contents below, are incorporated by reference into Part II, Item 5 and into Part III of this Report.
UNITED STATES
Washington, D.C. 20549
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OR
JACK HENRY AND ASSOCIATES, INC.
(Address of principal executive offices)
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Item 1B. UNRESOLVED STAFF COMMENTS 17
5 rewritten, 0 added, 0 removed, 20 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
PROPERTIES [removed: 16][added: 17]
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER [removed: 17][added: 18]
SELECTED FINANCIAL DATA [removed: 20][added: 19]
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK [removed: 36][added: 35]
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA [removed: 37][added: 36]
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 65
1 rewritten, 0 added, 0 removed, 4 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
CONTROLS AND PROCEDURES [removed: 67][added: 65]
Item 9B. OTHER INFORMATION 65
6 rewritten, 8 added, 1 removed, 17 unchanged
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE [removed: 68][added: 66]
EXECUTIVE COMPENSATION [removed: 68][added: 66]
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND [removed: 68][added: 66]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: 68][added: 66]
PRINCIPAL ACCOUNTANT FEES AND SERVICES [removed: 68][added: 66]
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES [removed: 68][added: 66]
In this report, all references to “JHA”, the “Company”, “we”, “us”, and “our”, refer to Jack Henry & Associates, Inc., and its consolidated subsidiaries.
FORWARD LOOKING STATEMENTS
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements may appear throughout this report, including without limitation, in Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.
A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K).
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Item 2. PROPERTIES
4 rewritten, 0 added, 3 removed, 9 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
We have [removed: 56] [added: 43] leased office facilities in 21 states, which total approximately [removed: 552,000] [added: 412,000] square feet.
[removed: The balance] [added: All] of our owned and leased office facilities are for normal business purposes.
Of our facilities, the credit union business segment uses office space totaling approximately [removed: 152,000] [added: 147,000] square feet in ten facilities.
The remainder of our leased and owned facilities, approximately [removed: 1,400,000] [added: 1,250,000] 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.
Approximately 26% or 46,000 square feet of the office space in Allen, TX is leased to an outside tenant.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
16 rewritten, 7 added, 23 removed, 10 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
| [removed: Fiscal 2010] | | High | | Low | [added: | High | | Low |]
| Fourth Quarter | | [removed: $26.50] [added: $34.17] | | [removed: $22.55] [added: $28.45] | [added: | $26.50 | | $22.55 |]
| Third Quarter | | [removed: 24.88] [added: 33.94] | | [removed: 21.01] [added: 28.96] | [added: | 24.88 | | 21.01 |]
| Second Quarter | | [removed: 24.75] [added: 29.97] | | [removed: 22.22] [added: 25.35] | [added: | 24.75 | | 22.22 |]
| First Quarter | | [removed: 24.66] [added: 26.30] | | [removed: 19.56] [added: 23.19] | [added: | 24.66 | | 19.56 |]
Quarterly dividends per share paid on the common stock for the two most recent fiscal years ended June 30, [removed: 2010] [added: 2011] and [removed: 2009] [added: 2010] are as follows:
| [added: | |] Fiscal [removed: 2010] [added: 2011] | | [removed: Dividend] | [added: | Fiscal 2010 | | |]
| Fourth Quarter | | [removed: $0.095] [added: $0.105] | [added: | | | $0.095 |]
| Third Quarter | | [removed: 0.095] [added: 0.105] | [added: | | | 0.095 |]
| Second Quarter | | [removed: 0.085] [added: 0.095] | [added: | | | 0.085 |]
| First Quarter | | [removed: 0.085] [added: 0.095] | [added: | | | 0.085 |]
On August [removed: 20, 2010,] [added: 19, 2011,] there were approximately [removed: 45,000] [added: 42,000] holders of the Company’s common stock.
On that same date the last sale price of the common shares as reported on NASDAQ was [removed: $24.05] [added: $25.88] per share.
The following chart presents a comparison for the five-year period ended June 30, [removed: 2010,] [added: 2011,] of the market performance of the Company’s common stock with the S & P 500 Index and an index of peer companies selected by the Company:
[added: ![Jack Henry 2006 to 2011] Performance Graph appears [removed: here](https://www.sec.gov/Archives/edgar/data/779152/000092623610000031/jkhygraph2005-2010.gif)][added: here](https://www.sec.gov/Archives/edgar/data/779152/000092623611000072/jkhygraph2006-2011.gif)]
This comparison assumes $100 was invested on June 30, [removed: 2005,] [added: 2006,] and assumes reinvestments of dividends.
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| Fiscal 2009 | | High | | Low |
| Fourth Quarter | | $20.99 | | $16.95 |
| Third Quarter | | 19.94 | | 14.29 |
| Second Quarter | | 20.39 | | 14.76 |
| First Quarter | | 24.45 | | 19.02 |
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| Fiscal 2009 | | Dividend |
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| Fourth Quarter | | $0.085 |
| Third Quarter | | 0.085 |
| Second Quarter | | 0.075 |
| First Quarter | | 0.075 |
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![Jack Henry 2005 to 2010
Item 6. SELECTED FINANCIAL DATA
9 rewritten, 1 added, 0 removed, 13 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
| Income Statement Data | [removed: 2010] [added: 2011] | [added: 2010 |] 2009 | 2008 | 2007 | [removed: 2006 |]
| Revenue (1) | $ [removed: 836,586] [added: 966,897] | $ [added: 836,586 | $] 745,593 | $ 742,926 | $ 666,467 | [removed: $ 590,877 |]
| Income from continuing operations | $ [removed: 117,870] [added: 137,471] | $ [added: 117,870 | $] 103,102 | $ 105,287 | $ 105,644 | [removed: $ 90,863 |]
| Diluted net income per share, continuing operations | $ [removed: 1.38] [added: 1.59] | $ [added: 1.38 | $] 1.22 | $ 1.17 | $ 1.15 | [removed: $ 0.97 |]
| Dividends declared per share | $ [removed: 0.36] [added: 0.40] | $ [added: 0.36 | $] 0.32 | $ 0.28 | $ 0.24 | [removed: $ 0.20 |]
| Working capital | $ [removed: (53,883)] [added: (26,561)] | $ [added: (51,283) | $] 15,239 | $ (11,418) | $ 19,908 | [removed: $ 42,918 |]
| Total assets | $ [removed: 1,564,146] [added: 1,505,797] | [removed: $1,050,700] [added: $ 1,560,560] | [removed: $1,021,044] [added: $ 1,050,700] | $ [removed: 999,340] [added: 1,021,044] | $ [removed: 906,067] [added: 999,340] |
| Long-term [removed: debt, net of current maturities] [added: debt] | $ [removed: 272,732] [added: 127,939] | $ [added: 272,732 | $] - | $ 24 | $ 128 | [removed: $ 421 |]
| Stockholders’ equity | $ [removed: 750,371] [added: 879,776] | $ [added: 750,372 | $] 626,506 | $ 601,451 | $ 598,365 | [removed: $ 575,212 |]
| Basic net income per share, continuing operations | $ 1.60 | $ 1.39 | $ 1.23 | $ 1.19 | $ 1.17 |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
417 rewritten, 224 added, 270 removed, 509 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
| [added: |] Index to Financial Statements | | |
| [added: |] Report of Independent Registered Public Accounting Firm | | [removed: 38] [added: 37] |
| [added: |] Management's Annual Report on Internal Control over Financial Reporting | | [removed: 39] [added: 38] |
| [added: |] Report of Independent Registered Public Accounting Firm | | [removed: 40] [added: 39] |
| [added: |] Financial Statements | | |
| | [added: |] Consolidated Statements of Income, | |
| | [added: |] Years Ended June 30, [added: 2011,] 2010, [removed: 2009,] and [removed: 2008] [added: 2009] | [removed: 41] [added: 40] |
| | [added: |] Consolidated Balance Sheets, June 30, [removed: 2010] [added: 2011] and [removed: 2009] [added: 2010] | [removed: 42] [added: 41] |
| | [added: |] Consolidated Statements of Changes in Stockholders' Equity, | |
| | [added: |] Years Ended June 30, [added: 2011,] 2010, [removed: 2009,] and [removed: 2008] [added: 2009] | [removed: 43] [added: 42] |
| | [added: |] Consolidated Statements of Cash Flows, | |
| | [added: |] Years Ended June 30, [removed: 2010, 2009,] [added: 2011, 2010] and [removed: 2008] [added: 2009] | [removed: 44] [added: 43] |
| | [added: |] Notes to Consolidated Financial Statements | [removed: 45] [added: 44] |
We have audited the accompanying consolidated balance sheets of Jack Henry & Associates, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] and the related consolidated statements of income, [added: changes in] stockholders' equity, and cash flows for each of the three years in the period ended June 30, [removed: 2010.][added: 2011.]
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Jack Henry & Associates, Inc. and subsidiaries [removed: at] [added: as of] June 30, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] and the results of their operations and their cash flows for each of the three years in the period [removed: ended] June 30, [removed: 2010,] [added: 2011,] 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 Company’s internal control over financial reporting as of June 30, [removed: 2010,] [added: 2011,] 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 [removed: 27, 2010] [added: 29, 2011] expressed an unqualified opinion on the Company’s internal control over financial reporting.
[added: _/s/] DELOITTE & TOUCHE [removed: LLP][added: LLP_]
As of the end of the Company’s [removed: 2010] [added: 2011] 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, [removed: 2010] [added: 2011] was effective.
Management’s annual report on internal control over financial reporting [removed: excluded] [added: now includes an assessment of the internal control over financial reporting of] iPay Technologies Holding Company, LLC, acquired on June 4, [removed: 2010.][added: 2010, which was excluded from the fiscal 2010 annual report on internal control over financial reporting.]
The Company’s internal control over financial reporting as of June 30, [removed: 2010] [added: 2011] has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing on the next page.
We have audited the internal control over financial reporting of Jack Henry & Associates, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2010,] [added: 2011,] based on criteria established in _Internal Control—Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2010,] [added: 2011,] based on the criteria established in _Internal Control—Integrated Framework_ issued by the Committee [removed: on] [added: of] 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, [removed: 2010] [added: 2011] of the Company and our report dated August [removed: 27, 2010] [added: 29, 2011] expressed an unqualified opinion on those financial statements.
[added: _/s/] DELOITTE & TOUCHE [removed: LLP][added: LLP_]
| [added: |] JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | | | | | | |
| [added: |] CONSOLIDATED STATEMENTS OF INCOME | | | | | | |
| [added: |] (In Thousands, Except Per Share Data) | | | | | | |
| | | [added: |] YEAR ENDED JUNE 30, | | | | |
| | | [removed: 2010] [added: 2010] | | 2009 | [removed: | 2008 |]
| [added: |] REVENUE | | | | | | |
| [added: |] License | | $ [removed: 52,225] [added: 53,067] | | $ [removed: 58,434] [added: 52,225] | | $ [removed: 73,553] [added: 58,434] |
| [added: |] Support and service | | [removed: 720,504] [added: 852,253] | | [removed: 614,242] [added: 720,504] | | [removed: 580,334] [added: 614,242] |
| [added: |] Hardware | | [removed: 63,857] [added: 61,577] | | [removed: 72,917] [added: 63,857] | | [removed: 89,039] [added: 72,917] |
| [removed: Total] | [added: Total revenue] | [removed: 836,586] | [added: 966,897] | [removed: 745,593] | [added: 836,586] | [removed: 742,926] | [added: 745,593 |]
| [added: |] COST OF SALES | | | | | | |
| [added: |] Cost of license | | [removed: 5,827] [added: 6,285] | | [removed: 6,885] [added: 5,827] | | [removed: 6,698] [added: 6,885] |
| [added: |] Cost of support and service | | [removed: 438,476] [added: 515,917] | | [removed: 385,837] [added: 438,476] | | [removed: 364,140] [added: 385,837] |
| [added: |] Cost of hardware | | [removed: 47,163] [added: 45,361] | | [removed: 53,472] [added: 47,163] | | [removed: 64,862] [added: 53,472] |
| [removed: Total] | [added: Total cost of sales] | [removed: 491,466] | [added: 567,563] | [removed: 446,194] | [added: 491,466] | [removed: 435,700] | [added: 446,194 |]
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Kansas City, Missouri
August 29, 2011
Integration of the wholly-owned subsidiary was completed during the fourth quarter of the year ended June 30, 2011 and is not considered to have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.
Kansas City, Missouri
August 29, 2011
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| | Goodwill | | 533,520 | | 533,520 |
| | Total other assets | | 881,661 | | 892,788 |
| | Total assets | | $ 1,505,797 | | $ 1,560,560 |
| | Accrued expenses | | 49,479 | | 46,403 |
| | Deferred income tax liability | | 15,274 | | 10,449 |
| | Total current liabilities | | 380,511 | | 444,385 |
| | Non-current deferred income tax liability | | 89,304 | | 73,603 |
| | Total long term liabilities | | 245,510 | | 365,803 |
| | Total liabilities | | 626,021 | | 810,188 |
| | Shares issued at 06/30/11 were 100,766,173 | | | | |
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| | Loss on disposal of assets | | 1,025 | | 866 | | 938 |
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St. Louis, Missouri
August 27, 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.
St. Louis, Missouri
August 27, 2010
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| INCOME FROM CONTINUING OPERATIONS | | 117,870 | | 103,102 | | 105,287 |
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| DISCONTINUED OPERATIONS (Note 12) | | | | | | |
| Loss from operations of discontinued component (including loss on disposal of $2,718 in 2008) | | \- | | \- | | (4,175) |
| Income tax benefit | | \- | | \- | | 3,110 |
| Loss on discontinued operations | | \- | | \- | | (1,065) |
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| Continuing operations | | $ 1.38 | | $ 1.22 | | $ 1.17 |
| Discontinued operations | | \- | | \- | | (0.01) |
An excerpt. Shown here: 40 of 417 rewritten, 40 of 224 added and 40 of 270 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2011 filing and the FY2010 filing.
Item 9A. CONTROLS AND PROCEDURES
2 rewritten, 0 added, 0 removed, 9 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
The Management’s Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, “Financial Statements and Supplementary Data.” Deloitte & Touche LLP has audited our internal control over financial reporting as of June 30, [removed: 2010;] [added: 2011;] their report is included in Item 8 of this Form 10K.
During the fiscal quarter ending June 30, [removed: 2010,] [added: 2011,] there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting, [removed: notwithstanding] [added: except for] the [removed: acquisition] [added: integration] of iPay [added: which was completed during the fourth quarter of the year ended June 30, 2011] (see Note [removed: 14] [added: 12] to the Consolidated Financial Statements in Item 8).
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 1 removed, 0 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
See the information under the captions “Election of Directors”, “Corporate Governance”, “Audit Committee Report”, “Executive Officers and Significant Employees” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive Proxy Statement for our [removed: 2010] [added: 2011] Annual Meeting of Stockholders which is incorporated herein by reference.
Directors, Executive Officers and Corporate Governance
Item 11. EXECUTIVE COMPENSATION
0 rewritten, 0 added, 1 removed, 1 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
Executive Compensation
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
0 rewritten, 0 added, 1 removed, 1 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
0 rewritten, 0 added, 1 removed, 1 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
Certain Relationships and Related Transactions, and Director Independence
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
0 rewritten, 0 added, 1 removed, 2 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
Principal Accountant Fees and Services
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
18 rewritten, 17 added, 7 removed, 84 unchanged
Read the full itemFY2011 item · filed August 29, 2011FY2010 item · filed August 27, 2010
[removed: (a)] [added: (a)] The following documents are filed as part of this [removed: Report:][added: Report:]
[removed: Report] [added: Reports] of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the Years Ended June 30, [removed: 2010, 2009] [added: 2011, 2010] and [removed: 2008][added: 2009]
Consolidated Balance Sheets as of June 30, [removed: 2010] [added: 2011] and [removed: 2009][added: 2010]
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, [removed: 2010, 2009] [added: 2011, 2010] and [removed: 2008][added: 2009]
Consolidated Statements of Cash Flows for the Years Ended June 30, [removed: 2010, 2009] [added: 2011, 2010] and [removed: 2008][added: 2009]
[removed: Agreement and Plan of Merger among] [added: Amendment to] Jack Henry & [removed: Associates, Inc., Peachtree Acquisition Corporation and Goldleaf Financial Solutions,] [added: Associates] Inc. [added: Restricted Stock Plan dated August 20, 2010,] attached as Exhibit [removed: 2.1] [added: 10.1] to the Company’s Current Report on Form 8-K filed August [removed: 17, 2009.][added: 24, 2010.]
[removed: Stock Purchase Agreement between PEMCO Corporation and] Jack Henry & [removed: Associates,] [added: Associates] Inc. [added: Restricted Stock Plan, as amended and restated effective November 9, 2010,] attached as Exhibit [removed: 2.1] [added: 10.1] to the Company’s Current Report on Form 8-K filed [removed: October 30, 2009.][added: November 12, 2010.]
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: 27th] [added: 29th] day of August, [removed: 2010.][added: 2011.]
| /s/ Michael E. Henry Michael E. Henry | Chairman of the Board and Director | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ John F. Prim John F. Prim | Chief Executive Officer and Director | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ Kevin D. Williams Kevin D. Williams | Chief Financial Officer and Treasurer (Principal Accounting Officer) | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ Jerry D. Hall Jerry D. Hall | Executive Vice President and Director | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ James J. Ellis James J. Ellis | Director | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ Craig R. Curry Craig R. Curry | Director | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ Wesley A. Brown Wesley A. Brown | Director | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ Matthew Flanigan Matthew Flanigan | Director | August [removed: 27, 2010] [added: 29, 2011] |
| /s/ Marla Shepard Marla Shepard | Director | August [removed: 27, 2010] [added: 29, 2011] |
10.41
10.42
Form of Restricted Stock Unit Award Agreement, attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 24, 2010.
10.43
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
* Furnished with this report on Form 10-K are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at June 30, 2011 and June 30, 2010, (ii) the Consolidated Statements of Income for the years ended June 30, 2011, 2010 and 2009, (iii) the Consolidated Statements of Cash Flows for the years ended June 30, 2011, 2010 and 2009, and (iv) Notes to Consolidated Financial Statements.
Exhibits and Financial Statement Schedules
2.1
2.2
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.