Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
| Report of Independent Registered Public Accounting Firm | 34 | |
| Management's Annual Report on Internal Control over Financial Reporting | 36 | |
| Financial Statements | ||
| Consolidated Statements of Income, | ||
| Years Ended June 30, 2018, 2017, and 2016 | 37 | |
| Consolidated Balance Sheets, | ||
| June 30, 2018 and 2017 | 38 | |
| Consolidated Statements of Changes in Stockholders' Equity, | ||
| Years Ended June 30, 2018, 2017, and 2016 | 39 | |
| Consolidated Statements of Cash Flows, | ||
| Years Ended June 30, 2018, 2017, and 2016 | 40 | |
| Notes to Consolidated Financial Statements | 41 |
Financial Statement Schedules
There are no schedules included because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Jack Henry & Associates, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Jack Henry & Associates, Inc. and its subsidiaries as of June 30, 2018 and 2017, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded Ensenta Corporation from its assessment of internal control over financial reporting as of June 30, 2018, because it was acquired by the Company in a purchase business combination during 2018. We have also excluded Ensenta Corporation from our audit of internal control over financial reporting. Ensenta Corporation is a wholly owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2018.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
August 24, 2018
We have served as the Company’s auditor since 2015.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Jack Henry & Associates, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with U.S. GAAP.
The Company’s internal control over financial reporting includes policies and procedures pertaining to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. All internal controls, no matter how well designed, have inherent limitations. Therefore, even where internal control over financial reporting is determined to be effective, it can provide only reasonable assurance. Projections of any evaluation of effectiveness to future periods are subject to the risk controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
As of June 30, 2018, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded the Company’s internal control over financial reporting as of June 30, 2018 was effective.
Management’s annual report on internal control over financial reporting excluded Ensenta Corporation, acquired on December 21, 2017. This acquisition is a wholly-owned subsidiary with total assets, excluding goodwill and intangibles, representing less than 1% of consolidated total assets as of June 30, 2018 and revenue representing 1% of consolidated revenue for the fiscal year ended June 30, 2018. If adequately disclosed, companies are permitted to exclude acquisitions made during the fiscal year from their assessment of internal control over financial reporting while integrating the acquired company under guidelines established by the SEC.
The Company’s internal control over financial reporting as of June 30, 2018 has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing in this Item 8.
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | |||||||||||
| (In Thousands, Except Per Share Data) | |||||||||||
| Year Ended | |||||||||||
| June 30, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| REVENUE | $ | 1,536,603 | $ | 1,431,117 | $ | 1,354,646 | |||||
| EXPENSES | |||||||||||
| Cost of Revenue | 873,642 | 819,034 | 773,651 | ||||||||
| Research and Development | 90,340 | 84,753 | 81,234 | ||||||||
| Selling, General, and Administrative | 182,146 | 162,898 | 157,593 | ||||||||
| Gain on Disposal of Businesses | (1,894 | ) | (3,270 | ) | (19,491 | ) | |||||
| Total Expenses | 1,144,234 | 1,063,415 | 992,987 | ||||||||
| OPERATING INCOME | 392,369 | 367,702 | 361,659 | ||||||||
| INTEREST INCOME (EXPENSE) | |||||||||||
| Interest Income | 575 | 248 | 307 | ||||||||
| Interest Expense | (1,920 | ) | (996 | ) | (1,430 | ) | |||||
| Total Interest Income (Expense) | (1,345 | ) | (748 | ) | (1,123 | ) | |||||
| INCOME BEFORE INCOME TAXES | 391,024 | 366,954 | 360,536 | ||||||||
| PROVISION FOR INCOME TAXES | 14,364 | 121,161 | 111,669 | ||||||||
| NET INCOME | $ | 376,660 | $ | 245,793 | $ | 248,867 | |||||
| Basic earnings per share | $ | 4.88 | $ | 3.16 | $ | 3.13 | |||||
| Basic weighted average shares outstanding | 77,252 | 77,856 | 79,416 | ||||||||
| Diluted earnings per share | $ | 4.85 | $ | 3.14 | $ | 3.12 | |||||
| Diluted weighted average shares outstanding | 77,585 | 78,255 | 79,734 |
See notes to consolidated financial statements
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||
| CONSOLIDATED BALANCE SHEETS | |||||||
| (In Thousands, Except Share and Per Share Data) | |||||||
| June 30, 2018 | June 30, 2017 | ||||||
| ASSETS | |||||||
| CURRENT ASSETS: | |||||||
| Cash and cash equivalents | $ | 31,440 | $ | 114,765 | |||
| Receivables, net | 291,630 | 276,923 | |||||
| Income tax receivable | 21,671 | 20,135 | |||||
| Prepaid expenses and other | 84,810 | 66,894 | |||||
| Deferred costs | 38,985 | 41,314 | |||||
| Total current assets | 468,536 | 520,031 | |||||
| PROPERTY AND EQUIPMENT, net | 286,850 | 282,934 | |||||
| OTHER ASSETS: | |||||||
| Non-current deferred costs | 95,540 | 96,847 | |||||
| Computer software, net of amortization | 288,172 | 247,317 | |||||
| Other non-current assets | 107,775 | 82,525 | |||||
| Customer relationships, net of amortization | 115,034 | 90,433 | |||||
| Other intangible assets, net of amortization | 38,467 | 36,393 | |||||
| Goodwill | 649,929 | 552,465 | |||||
| Total other assets | 1,294,917 | 1,105,980 | |||||
| Total assets | $ | 2,050,303 | $ | 1,908,945 | |||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
| CURRENT LIABILITIES: | |||||||
| Accounts payable | $ | 34,510 | $ | 6,841 | |||
| Accrued expenses | 97,848 | 81,574 | |||||
| Deferred revenues | 355,538 | 382,777 | |||||
| Total current liabilities | 487,896 | 471,192 | |||||
| LONG-TERM LIABILITIES: | |||||||
| Non-current deferred revenues | 93,094 | 128,607 | |||||
| Deferred income tax liability | 189,613 | 219,541 | |||||
| Debt, net of current maturities | — | 50,000 | |||||
| Other long-term liabilities | 12,872 | 7,554 | |||||
| Total long-term liabilities | 295,579 | 405,702 | |||||
| Total liabilities | 783,475 | 876,894 | |||||
| STOCKHOLDERS' EQUITY | |||||||
| Preferred stock - $1 par value; 500,000 shares authorized, none issued | — | — | |||||
| Common stock - $0.01 par value; 250,000,000 shares authorized; 103,278,562 shares issued at June 30, 2018; 103,083,299 shares issued at June 30, 2017 | 1,033 | 1,031 | |||||
| Additional paid-in capital | 464,138 | 452,016 | |||||
| Retained earnings | 1,856,917 | 1,585,278 | |||||
| Less treasury stock at cost 26,107,903 shares at June 30, 2018; 25,660,212 shares at June 30, 2017; | (1,055,260 | ) | (1,006,274 | ) | |||
| Total stockholders' equity | 1,266,828 | 1,032,051 | |||||
| Total liabilities and equity | $ | 2,050,303 | $ | 1,908,945 |
See notes to consolidated financial statements
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | |||||||||||
| (In Thousands, Except Share and Per Share Data) | |||||||||||
| Year Ended June 30, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| PREFERRED SHARES: | — | — | — | ||||||||
| COMMON SHARES: | |||||||||||
| Shares, beginning of year | 103,083,299 | 102,903,971 | 102,695,214 | ||||||||
| Shares issued for equity-based payment arrangements | 118,865 | 98,781 | 121,348 | ||||||||
| Shares issued for Employee Stock Purchase Plan | 76,398 | 80,547 | 87,409 | ||||||||
| Shares, end of year | 103,278,562 | 103,083,299 | 102,903,971 | ||||||||
| COMMON STOCK - PAR VALUE $0.01 PER SHARE: | |||||||||||
| Balance, beginning of year | $ | 1,031 | $ | 1,029 | $ | 1,027 | |||||
| Shares issued for equity-based payment arrangements | 1 | 1 | 1 | ||||||||
| Shares issued for Employee Stock Purchase Plan | 1 | 1 | 1 | ||||||||
| Balance, end of year | $ | 1,033 | $ | 1,031 | $ | 1,029 | |||||
| ADDITIONAL PAID-IN CAPITAL: | |||||||||||
| Balance, beginning of year | $ | 452,016 | $ | 440,123 | $ | 424,536 | |||||
| Shares issued for equity-based payment arrangements | 174 | (1 | ) | 696 | |||||||
| Tax withholding related to share based compensation | (7,332 | ) | (5,479 | ) | (2,590 | ) | |||||
| Shares issued for Employee Stock Purchase Plan | 7,522 | 6,244 | 5,710 | ||||||||
| Tax benefits from share-based compensation | — | — | 1,051 | ||||||||
| Stock-based compensation expense | 11,758 | 11,129 | 10,720 | ||||||||
| Balance, end of year | $ | 464,138 | $ | 452,016 | $ | 440,123 | |||||
| RETAINED EARNINGS: | |||||||||||
| Balance, beginning of year | $ | 1,585,278 | $ | 1,431,192 | $ | 1,266,443 | |||||
| Net income | 376,660 | 245,793 | 248,867 | ||||||||
| Dividends | (105,021 | ) | (91,707 | ) | (84,118 | ) | |||||
| Balance, end of year | $ | 1,856,917 | $ | 1,585,278 | $ | 1,431,192 | |||||
| TREASURY STOCK: | |||||||||||
| Balance, beginning of year | $ | (1,006,274 | ) | $ | (876,134 | ) | $ | (700,472 | ) | ||
| Purchase of treasury shares | (48,986 | ) | (130,140 | ) | (175,662 | ) | |||||
| Balance, end of year | $ | (1,055,260 | ) | $ | (1,006,274 | ) | $ | (876,134 | ) | ||
| TOTAL STOCKHOLDERS' EQUITY | $ | 1,266,828 | $ | 1,032,051 | $ | 996,210 | |||||
| Dividends declared per share | $ | 1.36 | $ | 1.18 | $ | 1.06 |
See notes to consolidated financial statements.
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (In Thousands) | |||||||||||
| Year Ended | |||||||||||
| June 30, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net Income | $ | 376,660 | $ | 245,793 | $ | 248,867 | |||||
| Adjustments to reconcile net income from operations to net cash from operating activities: | |||||||||||
| Depreciation | 47,975 | 49,677 | 50,571 | ||||||||
| Amortization | 104,011 | 90,109 | 79,077 | ||||||||
| Change in deferred income taxes | (51,644 | ) | 30,940 | 37,524 | |||||||
| Expense for stock-based compensation | 11,758 | 11,129 | 10,720 | ||||||||
| (Gain)/loss on disposal of assets and businesses | (954 | ) | 4,771 | (16,888 | ) | ||||||
| Changes in operating assets and liabilities: | |||||||||||
| Change in receivables | (9,219 | ) | (22,499 | ) | (13,735 | ) | |||||
| Change in prepaid expenses, deferred costs and other | (28,454 | ) | (25,088 | ) | (29,577 | ) | |||||
| Change in accounts payable | 11,072 | (7,812 | ) | 4,663 | |||||||
| Change in accrued expenses | 9,091 | (4,454 | ) | 7,460 | |||||||
| Change in income taxes | 5,108 | (6,444 | ) | (16,624 | ) | ||||||
| Change in deferred revenues | (63,262 | ) | (8,800 | ) | 4,364 | ||||||
| Net cash from operating activities | 412,142 | 357,322 | 366,422 | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Payment for acquisitions, net of cash acquired | (137,562 | ) | — | (8,275 | ) | ||||||
| Capital expenditures | (40,135 | ) | (41,947 | ) | (56,325 | ) | |||||
| Proceeds from the sale of businesses | 350 | 5,632 | 34,030 | ||||||||
| Proceeds from the sale of assets | 306 | 968 | 2,844 | ||||||||
| Internal use software | (13,138 | ) | (16,608 | ) | (11,826 | ) | |||||
| Computer software developed | (96,647 | ) | (89,631 | ) | (96,411 | ) | |||||
| Purchase of investments | (5,000 | ) | — | — | |||||||
| Net cash from investing activities | (291,826 | ) | (141,586 | ) | (135,963 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Borrowings on credit facilities | 125,000 | 80,000 | 100,000 | ||||||||
| Repayments on credit facilities | (175,000 | ) | (30,200 | ) | (152,500 | ) | |||||
| Purchase of treasury stock | (48,986 | ) | (130,140 | ) | (175,662 | ) | |||||
| Dividends paid | (105,021 | ) | (91,707 | ) | (84,118 | ) | |||||
| Proceeds from issuance of common stock upon exercise of stock options | 176 | 1 | 697 | ||||||||
| Minimum tax withholding payments related to share based compensation | (7,333 | ) | (5,480 | ) | (2,590 | ) | |||||
| Proceeds from sale of common stock | 7,523 | 6,245 | 5,711 | ||||||||
| Net cash from financing activities | (203,641 | ) | (171,281 | ) | (308,462 | ) | |||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | $ | (83,325 | ) | $ | 44,455 | $ | (78,003 | ) | |||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | $ | 114,765 | $ | 70,310 | $ | 148,313 | |||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 31,440 | $ | 114,765 | $ | 70,310 |
See notes to consolidated financial statements
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Amounts)
| NOTE 1. | NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
DESCRIPTION OF THE COMPANY
Jack Henry & Associates, Inc. and subsidiaries (“JHA” or the “Company”) is a provider of integrated computer systems and services that has developed and acquired a number of banking and credit union software systems. The Company's revenues are predominately earned by marketing those systems to financial institutions nationwide together with computer equipment (hardware), by providing the conversion and implementation services for financial institutions to utilize JHA systems, and by providing other related services. JHA also provides continuing support and services to customers using in-house or outsourced systems.
CONSOLIDATION
The consolidated financial statements include the accounts of JHA and all of its subsidiaries, which are wholly-owned, and all intercompany accounts and transactions have been eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
PRIOR PERIOD RECLASSIFICATION
During the first quarter of fiscal 2018, the Company's management decided to change the presentation of its income statement, along with a change in the segment structure (see Note 10), in order to more clearly align with the way management manages the Company and evaluates performance. Amounts within the consolidated statements of income for the fiscal years ended June 30, 2017 and June 30, 2016 have been reclassified to improve comparability with the fiscal year ended June 30, 2018. Revenue was previously classified as license, support and service, and hardware, and has been reclassified into one "Revenue" caption. Cost of sales was previously presented under three captions to correspond with our three lines of revenue, and has now been condensed to one caption, "Cost of Revenue". We have elected to include all operating expenses, including cost of revenue, under one expenses heading. Previously, cost of revenue was presented separately from operating expenses in order to show gross profit. Gross profit has been removed from our current presentation due to management's focus on operating income. Additionally, within operating expenses, selling and marketing expense and general and administrative expense were previously presented under two captions, but are now condensed under one caption, labeled "Selling, General, and Administrative."
REVENUE RECOGNITION
The Company derives revenue from the following sources: license arrangements, support and service fees (non-software) and hardware sales. There are no rights of return or conditions of acceptance in the Company’s sales contracts.
License Arrangements: For software license agreements, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, the fee is fixed or determinable and collection is probable. For arrangements where the fee is not fixed or determinable, revenue is deferred until payments become due. The Company’s software license agreements generally include multiple products and services or “elements.” Generally, none of these elements are deemed to be essential to the functionality of the other elements.
For multiple element arrangements, which contain software elements and non-software elements, we allocate revenue to the software deliverables and the non-software deliverables as a group based on the relative selling prices of all of the deliverables in the arrangement. For our non-software deliverables, we allocate the arrangement consideration based on the relative selling price of the deliverables using estimated selling price ("ESP"). For our software elements, we use vendor-specific objective evidence ("VSOE") for this allocation when it can be established and ESP when VSOE cannot be established.
The selling price for each element is based upon the following selling price hierarchy: VSOE if available, third-party evidence ("TPE") if VSOE is not available, or ESP if neither VSOE nor TPE is available. Generally, we are not able to determine TPE because our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be obtained. ESP
is determined after considering both market conditions (such as the sale of similar products in the market place) and entity-specific factors (such as pricing practices and the specifics of each transaction).
For our non-software deliverables, a delivered item is accounted for as a separate unit of accounting if the delivered item has standalone value and if the customer has a general right of return relative to the delivered item, delivery or performance of the undelivered item is probable and substantially within our control.
For our software licenses and related services, including the software elements of multiple-element software and non-software arrangements, U.S. GAAP generally require revenue earned on software arrangements involving multiple elements to be allocated to each element based on VSOE of fair value. VSOE of fair value is determined for implementation services based on a rate per hour for stand-alone professional services and the estimated hours for the bundled implementation, if the hours can be reasonably estimated. VSOE of fair value is determined for post-contract support ("PCS") based upon the price charged when sold separately. For a majority of the elements within our software arrangements, we have determined that VSOE cannot be established; therefore, revenue on our software arrangements is generally deferred until the only remaining element is PCS. At that point, the entire arrangement fee is recognized ratably over the remaining PCS period, assuming that all other criteria for revenue recognition have been met. The amounts deferred are included in the balance sheet as deferred revenue and recognized as Bundled Products & Services revenue within Support & Service revenue in the consolidated statements of income.
For arrangements that include specified upgrades, such upgrades are accounted for as a separate element of the arrangement. For those specified upgrades for which VSOE of fair value cannot be determined, revenue related to the software elements within the arrangement is deferred until such specified upgrades have been delivered.
Total revenue recognized related to our Bundled Products & Services was $131,220, $117,046, and $94,391 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively.
Support and Service Fee Revenue (Non-software): Maintenance support revenue contracted for outside of a license arrangement is recognized pro-rata over the contract period, typically one year.
Outsourced data processing and ATM, debit card, and other transaction processing services revenue is recognized in the month the transactions are processed or the services are rendered.
Hardware Revenue: Hardware revenue is recognized upon delivery to the customer, when title and risk of loss are transferred. In most cases, we do not stock in inventory the hardware products we sell, but arrange for third-party suppliers to drop-ship the products to our customers on our behalf. The revenue related to these hardware sales is recorded gross, as we are the primary obligor in the contract with the customer. The Company also remarkets maintenance contracts on hardware to our customers. Hardware maintenance revenue is recognized ratably over the agreement period.
Revenue-based taxes collected from customers and remitted to governmental authorities are presented on a net basis (i.e., excluded from revenues).
DEFERRED COSTS
Costs for certain software and hardware maintenance contracts with third parties, which are prepaid, are recognized ratably over the life of the maintenance contract, generally one to five years, with the related revenue amortized from deferred revenues.
Direct and incremental costs associated with arrangements subject to Accounting Standards Codification ("ASC") 985-605 (for which VSOE of fair value cannot be established) are deferred until the only remaining element in the revenue arrangement is PCS at which point the costs are recognized ratably over the remaining PCS period with the related revenue. Deferred direct and incremental costs associated with arrangements not subject to ASC 985-605 consist primarily of certain up-front costs incurred in connection with our software hosting arrangements and are recognized ratably over the contract period which typically ranges from 5-7 years. These costs include commissions, costs of third-party licenses and the direct costs of our implementation services, consisting of payroll and other fringe benefits.
DEFERRED REVENUES
Deferred revenues consist primarily of prepaid annual software support fees, deferred bundled software arrangements revenue, and prepaid hardware maintenance fees. Deferred bundled software arrangements revenue and hardware maintenance contracts may be recognized over multiple years; therefore, the related deferred revenue and maintenance are classified as current or non-current in accordance with the terms of the contract. Software and hardware deposits received are also reflected as deferred revenues.
The vast majority of our maintenance (PCS) renews annually and runs from July 1 to June 30. Renewal billings are submitted to customers each June and the Company has the right to bill at that date; therefore, we include those billings as gross in deferred revenue and as a receivable on our balance sheet at the end of each fiscal year.
COMPUTER SOFTWARE DEVELOPMENT
The Company capitalizes new product development costs incurred for software to be sold from the point at which technological feasibility has been established through the point at which the product is ready for general availability. Software development costs that are capitalized are evaluated on a product-by-product basis annually and are assigned an estimated economic life based on the type of product, market characteristics, and maturity of the market for that particular product. These costs are amortized based on current and estimated future revenue from the product or on a straight-line basis, whichever yields greater amortization expense. All of this amortization expense is included within Cost of support and service.
The Company capitalizes development costs for internal use software beginning at the start of application development. Amortization begins on the date the software is placed in service and the amortization period is based on estimated useful life.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents.
ACCOUNTS RECEIVABLE
Receivables are recorded at the time of billing. A reasonable estimate of the realizability of customer receivables is made through the establishment of an allowance for doubtful accounts, which is estimated based on a combination of write-off history, aging analysis, and any specifically known collection issues.
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets.
Intangible assets consist of goodwill, customer relationships, computer software, and trade names acquired in business acquisitions in addition to internally developed computer software. The amounts are amortized, with the exception of those with an indefinite life (goodwill), over an estimated economic benefit period, generally three to twenty years.
The Company reviews its long-lived assets and identifiable intangible assets with finite lives for impairment whenever events or changes in circumstances have indicated that the carrying amount of its assets might not be recoverable. The Company evaluates goodwill for impairment of value on an annual basis as of January 1 and between annual tests if events or changes in circumstances indicate that the asset might be impaired.
PURCHASE OF INVESTMENT
In the third quarter of fiscal 2018, the Company made an investment totaling $5,000 for the purchase of preferred stock of Automated Bookkeeping, Inc ("Autobooks"), representing a non-controlling share of the voting equity of Autobooks as of that date. This investment was recorded at cost and is included within other non-current assets on our balance sheet. The fair value of this investment has not been estimated, as estimation is not practicable. There have been no events or changes in circumstances that would indicate an impairment. Fair value will not be estimated unless there are identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment.
COMPREHENSIVE INCOME
Comprehensive income for each of the fiscal years ending June 30, 2018, 2017, and 2016 equals the Company’s net income.
REPORTABLE SEGMENT INFORMATION
In accordance with U.S. GAAP, the Company's operations are classified as four reportable segments: Core, Payments, Complementary, and Corporate and Other (see Note 13). Substantially all the Company’s revenues are derived from operations and assets located within the United States of America.
COMMON STOCK
The Board of Directors has authorized the Company to repurchase shares of its common stock. Under this authorization, the Company may finance its share repurchases with available cash reserves or short-term borrowings on its existing credit facilities. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2018, there were 26,108 shares in treasury stock and the Company had the
remaining authority to repurchase up to 3,883 additional shares. The total cost of treasury shares at June 30, 2018 is $1,055,260. During fiscal 2018, the Company repurchased 448 treasury shares for $48,986. At June 30, 2017, there were 25,660 shares in treasury stock and the Company had authority to repurchase up to 4,330 additional shares.
EARNINGS PER SHARE
Per share information is based on the weighted average number of common shares outstanding during the year. Stock options and restricted stock have been included in the calculation of income per diluted share to the extent they are dilutive. The difference between basic and diluted weighted average shares outstanding is the dilutive effect of outstanding stock options and restricted stock (see Note 10).
INCOME TAXES
Deferred tax liabilities and assets are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. A valuation allowance would be established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expense are recognized on the full amount of deferred benefits for uncertain tax positions. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense.
RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers in May 2014. This standard is part of an effort to create a common revenue standard for U.S. generally accepted accounting principles ("U.S. GAAP") and International Financial Reporting Standards ("IFRS"). The new standard will supersede much of the existing authoritative literature for revenue recognition. The new model enacts a five-step process for achieving the core principle, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB also issued ASU No. 2015-14 which deferred the effective date of the new standard by one year, but allows early application as of the original effective date. We did not adopt the provisions of the new standard early, so the standard and related amendments will be effective for the Company for its annual reporting period beginning July 1, 2018, including interim periods within that reporting period. In March 2016, the FASB issued ASU No. 2016-08, which addresses principal versus agent considerations under the new revenue standard. Additional updates, including ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20, also address specific aspects of the new standard and are being considered. Entities are allowed to transition to the new standard by either recasting prior periods (full retrospective) or recognizing the cumulative effect as of the beginning of the period of adoption (modified retrospective). We plan to adopt the new standard using the full retrospective method.
The Company has taken the following steps in evaluating and planning for the implementation of the new standard:
| • | Organization of a cross-functional implementation team whose goals are to: assess the impact of the guidance on each of our revenue streams by applying the five step model; determine new processes and procedures necessary to ensure proper revenue and cost recognition; quantify the effects of the new standard on prior and current year revenue; determine opening balances for deferred revenues and costs, including tax effects, as of the beginning of fiscal 2017; develop disclosures required upon the adoption of the new standard; and develop new internal controls to ensure compliance with the new standard. |
| • | Continued implementation and testing of new revenue recognition software that will apply the five-step model to each of our customer contracts. |
| • | Continued comparisons of revenue recognition under current accounting methods versus under ASC Topic 606 for each of our revenue streams. |
Determinations that have been made regarding the effect of the new standard are as follows:
| • | We expect the adoption of this standard to have a significant impact on our revenue recognition currently subject to ASC Topic 985. One of the most significant expected impacts relates to the recognition of license and implementation revenue on our multi-element arrangements. Under the current standard, license and implementation revenue on these arrangements is often recognized over the maintenance period of the software due to a lack of VSOE for these elements. Under ASC Topic 606, revenue for license and |
implementation will no longer be deferred due solely to a lack of VSOE. Generally, each license and its implementation will be recognized as one performance obligation at the time the implementation is completed.
| • | This new model will require more use of judgments and estimates than the current standard, including identifying performance obligations, estimating variable consideration, allocating the transaction price to each performance obligation based on stand-alone selling price, and allocating commissions to the proper performance obligations so that costs are correctly recognized in line with revenue. We will be required to estimate the total expected value of variable consideration, arising from items such as maintenance and transaction or item processing, at contract inception and include those estimates in the total transaction price of the contract to be allocated to each performance obligation. These estimates will be modified over the term of the contract, resulting in re-allocations of the transaction price and adjustments to revenue recognized on the contract. |
Significant implementation matters still being addressed include:
| • | Determination of opening balances for deferred revenues and costs, and the quantitative effect of the new standard on prior and current year revenues and costs. Our analysis of the quantitative effects of the new standard on fiscal years 2017 and 2018 will continue at least through early September 2018. |
| • | Development of required disclosures under the new standard. |
| • | Updates to our internal controls surrounding the new system and processes. |
| • | Assessment of the impacts of the new standard on deferred income taxes and provision for income taxes. |
The FASB issued ASU No. 2016-02, Leases, in February 2016. This ASU aims to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information regarding leasing arrangements. Specifically, the standard requires operating lease commitments to be recorded on the balance sheet as operating lease liabilities and right-of-use assets, and the cost of those operating leases to be amortized on a straight-line basis. ASU No. 2016-02 will be effective for JHA's annual reporting period beginning July 1, 2019 and early adoption is permitted. At transition, a modified retrospective approach must be utilized to measure leases as of the beginning of the earliest period presented, however, the FASB has provided certain practical expedients, which the Company is currently evaluating. The Company is currently assessing the impact this new standard will have on our consolidated financial statements and when we will adopt it.
The FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, in March 2016. The new standard is intended to simplify several aspects of the accounting and presentation of share-based payment transactions, including reporting of excess tax benefits and shortfalls, statutory minimum withholding considerations, and classification within the statement of cash flows. The standard allows a one-time accounting policy election to either account for forfeitures as they occur or continue to estimate them. ASU No. 2016-09 was effective for the Company’s annual reporting period beginning July 1, 2017. Management elected to early adopt this standard as of July 1, 2016 and has elected to continue our current practice of estimating forfeitures. The adoption of this standard had the following impacts on our consolidated financial statements.
| • | Consolidated statements of income- The new standard requires that the tax effects of share-based compensation be recognized in the provision for income taxes. Previously, these amounts were recognized in additional paid-in capital. For fiscal 2018, net tax benefits related to share- based compensation awards of $3,274 were recognized as reductions of income tax expense, reducing our income tax rate by 0.84%, and increasing our basic and diluted earnings per share each by $0.04. For fiscal 2017, net tax benefits related to share-based compensation awards of $2,638 were recognized as reductions of income tax expense. These tax benefits reduced our effective income tax rate by 0.72%, and caused an increase in basic and diluted earnings per share of $0.03 for fiscal 2017. In addition, in calculating potential common shares used to determine diluted earnings per share, U.S. GAAP require us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were applied on a prospective basis. |
| • | Consolidated statements of cash flows- The Company elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively. The recast for fiscal 2016 resulted in an increase to both net cash provided by operations and net cash used in financing of $1,306. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on our consolidated cash flows statements since such cash flows have historically been presented as a financing activity. |
ASU 2016-15 issued by the FASB in August 2016 clarifies cash flow classification of eight specific cash flow issues and is effective for our annual reporting period beginning July 1, 2018. We did not adopt the provisions of the new standard early. We do not expect any significant impact to our financial statements as a result of this standard.
NOTE 2. FAIR VALUE OF FINANCIAL INSTRUMENTS
For cash equivalents, amounts receivable or payable and short-term borrowings, fair values approximate carrying value, based on the short-term nature of the assets and liabilities. The fair value of long-term debt also approximates carrying value as estimated using discounted cash flows based on the Company’s current incremental borrowing rates.
The Company's estimates of the fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets, and requires that observable inputs be used in the valuations when available. The three levels of the hierarchy are as follows:
Level 1: inputs to the valuation are quoted prices in an active market for identical assets
Level 2: inputs to the valuation include quoted prices for similar assets in active markets that are observable either directly or indirectly
Level 3: valuation is based on significant inputs that are unobservable in the market and the Company's own estimates of assumptions that we believe market participants would use in pricing the asset
Fair value of financial assets, included in cash and cash equivalents, and financial liabilities is as follows:
| Estimated Fair Value Measurements | Total Fair | |||||||||||||||
| Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Value | ||||||||||||
| June 30, 2018 | ||||||||||||||||
| Financial Assets: | ||||||||||||||||
| Money market funds | $ | 14,918 | $ | — | $ | — | $ | 14,918 | ||||||||
| June 30, 2017 | ||||||||||||||||
| Financial Assets: | ||||||||||||||||
| Money market funds | $ | 68,474 | $ | — | $ | — | $ | 68,474 | ||||||||
| Certificate of Deposit | $ | — | $ | 2,001 | $ | — | $ | 2,001 | ||||||||
| Financial Liabilities: | ||||||||||||||||
| Revolving credit facility | $ | — | $ | 50,000 | $ | — | $ | 50,000 |
| Non-Recurring Fair Value Measurements | ||||||||||||||||
| June 30, 2018 | ||||||||||||||||
| Long-lived assets held for sale | $ | — | $ | 1,300 | $ | — | $ | 1,300 | ||||||||
| June 30, 2017 | ||||||||||||||||
| Long-lived assets held for sale (a) | $ | — | $ | 1,300 | $ | — | $ | 1,300 |
(a) In accordance with ASC Subtopic 360-10, long-lived assets held for sale with a carrying value of $4,575 were written down to their fair value of $1,300, resulting in an impairment totaling $3,275, which was included in earnings for the fiscal year ended June 30, 2017. The Company has entered into an agreement to sell these assets. That sale is expected to be completed during the third quarter of fiscal 2019.
NOTE 3. PROPERTY AND EQUIPMENT
The classification of property and equipment, together with their estimated useful lives is as follows:
| June 30, | ||||||||||
| 2018 | 2017 | Estimated Useful Life | ||||||||
| Land | $ | 24,987 | $ | 24,987 | ||||||
| Land improvements | 25,443 | 25,362 | 5 - 20 years | |||||||
| Buildings | 145,016 | 143,350 | 20 - 30 years | |||||||
| Leasehold improvements | 48,060 | 47,291 | 5 - 30 years | (1) | ||||||
| Equipment and furniture | 328,864 | 332,465 | 3 - 10 years | |||||||
| Aircraft and equipment | 38,761 | 38,522 | 4 - 10 years | |||||||
| Construction in progress | 39,872 | 15,971 | ||||||||
| 651,003 | 627,948 | |||||||||
| Less accumulated depreciation | 364,153 | 345,014 | ||||||||
| Property and equipment, net | $ | 286,850 | $ | 282,934 |
(1) Lesser of lease term or estimated useful life
Property and equipment included $15,674 and $534 that was in accrued liabilities at June 30, 2018 and 2017, respectively. These amounts were excluded from capital expenditures on the statements of cash flows.
No impairments of property and equipment were recorded in fiscal 2018. In fiscal 2017, we recorded an impairment loss on one of our facilities of $3,275 due to damage caused by water intrusion. The impairment loss is included in the caption "Cost of support and service" in our consolidated statements of income and is included in our Corporate and Other segment.
NOTE 4. OTHER ASSETS
Goodwill
The carrying amount of goodwill for the fiscal years ended June 30, 2018 and 2017, by reportable segments, is as follows:
| June 30, | |||||||
| Core | 2018 | 2017 | |||||
| Beginning balance | $ | 195,956 | $ | 195,956 | |||
| Goodwill, acquired during the year | — | — | |||||
| Goodwill, adjustments related to dispositions | — | — | |||||
| Ending balance | $ | 195,956 | $ | 195,956 | |||
| Payments | |||||||
| Beginning balance | $ | 234,106 | $ | 234,106 | |||
| Goodwill, acquired during the year | 91,098 | — | |||||
| Goodwill, adjustments related to dispositions | — | — | |||||
| Ending balance | $ | 325,204 | $ | 234,106 | |||
| Complementary | |||||||
| Beginning balance | $ | 122,403 | $ | 122,791 | |||
| Goodwill, acquired during the year | 6,499 | — | |||||
| Goodwill, adjustments related to dispositions | (133 | ) | (388 | ) | |||
| Ending balance | $ | 128,769 | $ | 122,403 |
As discussed in Note 13- Reportable Segment Information, we changed our segment structure at the beginning of fiscal 2018. The prior period above has been recast to reflect the new structure.
Goodwill acquired during fiscal 2018 totaled $97,597, with $91,098 of that resulting from the purchase of Ensenta Corporation, included in the Payments segment. The remaining $6,499 of goodwill acquired during fiscal 2018 resulted from the purchase of Vanguard Software Group, which was added to our Complementary segment. The goodwill arising from these acquisitions consists largely of the growth potential, synergies and economies of scale expected from combining the operations of the Company with those of Ensenta and Vanguard, together with the value of their assembled workforces.
The Goodwill reduction during fiscal 2018 was a result of our sale of jhaDirect product line in the first quarter. Goodwill allocated to the carrying amount of the net assets sold was calculated based on the relative fair values of the business disposed and the portion of the reporting unit that was retained.
The Goodwill written-off during fiscal 2017 was a result of our sale of our Regulatory Filing products to Fed Reporter
on May 1, 2017. Goodwill allocated to the carrying amount of the net assets sold (mainly computer software) was
calculated based on the relative fair values of the business disposed and the portion of the reporting unit that was
retained.
Other Intangible Assets
Information regarding other identifiable intangible assets is as follows:
| June 30, 2018 | |||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | |||||||||
| Customer relationships | $ | 302,727 | $ | (187,693 | ) | $ | 115,034 | ||||
| Computer software | $ | 653,407 | $ | (365,235 | ) | $ | 288,172 | ||||
| Other intangible assets: | $ | 88,017 | $ | (49,550 | ) | $ | 38,467 | ||||
| June 30, 2017 | |||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | |||||||||
| Customer relationships | $ | 262,693 | $ | (172,260 | ) | $ | 90,433 | ||||
| Computer software | $ | 543,913 | $ | (296,596 | ) | $ | 247,317 | ||||
| Other intangible assets: | $ | 71,190 | $ | (34,797 | ) | $ | 36,393 |
Customer relationships have lives ranging from 5 to 20 years.
Computer software includes cost of software to be sold, leased, or marketed of $125,223 and costs of internal-use software of $162,949 at June 30, 2018. At June 30, 2017, costs of software to be sold, leased, or marketed totaled $117,065, and costs of internal-use software totaled $130,252.
Computer software includes the unamortized cost of commercial software products developed or acquired by the Company, which are capitalized and amortized over useful lives generally ranging from 5 to 10 years. Amortization expense for computer software totaled $72,859, $60,880, and $54,810 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively. There were no material impairments in any of the fiscal years presented.
Our other intangible assets have useful lives ranging from 3 to 20 years.
Amortization expense for all intangible assets was $104,011, $90,109, and $79,077 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively. The estimated aggregate future amortization expense for each of the next five years for all intangible assets remaining as of June 30, 2018, is as follows:
| Years Ending June 30, | Computer Software | Customer Relationships | Other Intangible Assets | Total | |||||||||||
| 2019 | $ | 68,654 | $ | 16,887 | $ | 13,700 | $ | 99,241 | |||||||
| 2020 | 58,689 | 14,329 | 8,204 | 81,222 | |||||||||||
| 2021 | 40,415 | 12,117 | 3,283 | 55,815 | |||||||||||
| 2022 | 25,243 | 11,007 | 1,634 | 37,884 | |||||||||||
| 2023 | 9,737 | 8,588 | 1,591 | 19,916 |
NOTE 5. DEBT
The Company had no outstanding short-term debt at June 30, 2018 or June 30, 2017. Long-term debt is as follows:
| June 30, | June 30, | ||||||
| 2018 | 2017 | ||||||
| LONG-TERM DEBT | |||||||
| Revolving credit facility | $ | — | $ | 50,000 |
Revolving credit facility
The revolving credit facility provides for borrowings of up to $300,000, which may be increased by the Company at any time until maturity to $600,000. The credit facility bears interest at a variable rate equal to (a) a rate based on LIBOR or (b) an alternate base rate (the highest of (i) the Prime Rate for such day, (ii) the sum of the Federal Funds Effective Rate for such day plus 0.50% and (iii) the Eurocurrency Rate for a one-month Interest Period on such day for dollars plus 1.0%), plus an applicable percentage in each case determined by the Company's leverage ratio. The credit facility is guaranteed by certain subsidiaries of the Company. The credit facility is subject to various financial covenants that require the Company to maintain certain financial ratios as defined in the agreement. As of June 30, 2018, the Company was in compliance with all such covenants. The revolving loan terminates February 20, 2020 and at June 30, 2018 there was no outstanding balance.
Other lines of credit
The Company renewed an unsecured bank credit line on April 24, 2017 which provides for funding of up to $5,000 and bears interest at the prime rate less 1.0%. The credit line was renewed through April 30, 2019. At June 30, 2018, no amount was outstanding.
Interest
The Company paid interest of $1,747, $767, and $1,320 during the fiscal years ended June 30, 2018, 2017, and 2016, respectively.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Property and Equipment
The Company had $2,076 material commitments at June 30, 2018 to purchase property and equipment. There were no material commitments at June 30, 2017.
Leases
The Company leases certain property under operating leases which expire over the next twelve years, but certain of the leases contain options to extend the lease term. All lease payments are based on the lapse of time but include, in some cases, payments for operating expenses and property taxes. There are no purchase options on real estate leases at this time. Certain leases on real estate are subject to annual escalations for increases in operating expenses and property taxes.
As of June 30, 2018, net future minimum lease payments are as follows:
| Years Ending June 30, | Lease Payments | ||
| 2019 | $ | 12,764 | |
| 2020 | 11,589 | ||
| 2021 | 9,070 | ||
| 2022 | 7,365 | ||
| 2023 | 6,228 | ||
| Thereafter | 16,354 | ||
| Total | $ | 63,370 |
Rent expense was $10,835, $10,195, and $10,167 in fiscal 2018, 2017, and 2016 respectively.
NOTE 7. INCOME TAXES
The provision for income taxes consists of the following:
| Year Ended June 30, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Current: | |||||||||||
| Federal | $ | 56,060 | $ | 80,752 | $ | 66,574 | |||||
| State | 9,948 | 9,469 | 7,571 | ||||||||
| Deferred: | |||||||||||
| Federal | (58,943 | ) | 25,756 | 34,355 | |||||||
| State | 7,299 | 5,184 | 3,169 | ||||||||
| $ | 14,364 | $ | 121,161 | $ | 111,669 |
The tax effects of temporary differences related to deferred taxes shown on the balance sheets were:
| June 30, | |||||||
| 2018 | 2017 | ||||||
| Deferred tax assets: | |||||||
| Contract and service revenues | $ | 18,606 | $ | 54,908 | |||
| Expense reserves (bad debts, insurance, franchise tax and vacation) | 11,164 | 14,648 | |||||
| Net operating loss and tax credit carryforwards | 2,759 | 3,547 | |||||
| Other, net | 2,711 | 2,119 | |||||
| Total gross deferred tax assets | 35,240 | 75,222 | |||||
| Valuation allowance | (515 | ) | (357 | ) | |||
| Net deferred tax assets | 34,725 | 74,865 | |||||
| Deferred tax liabilities: | |||||||
| Accelerated tax depreciation | (32,026 | ) | (36,994 | ) | |||
| Accelerated tax amortization | (141,274 | ) | (178,999 | ) | |||
| Contract and service costs | (51,038 | ) | (78,413 | ) | |||
| Total gross deferred liabilities | (224,338 | ) | (294,406 | ) | |||
| Net deferred tax liability | $ | (189,613 | ) | $ | (219,541 | ) |
The following analysis reconciles the statutory federal income tax rate to the effective income tax rates reflected above:
| Year Ended June 30, | ||||||||
| 2018 | 2017 | 2016 | ||||||
| Computed "expected" tax expense | 28.1 | % | 35.0 | % | 35.0 | % | ||
| Increase (reduction) in taxes resulting from: | ||||||||
| State income taxes, net of federal income tax benefits | 2.9 | % | 2.6 | % | 1.9 | % | ||
| Research and development credit | (1.8 | )% | (2.0 | )% | (2.5 | )% | ||
| Domestic production activities deduction | (1.2 | )% | (2.1 | )% | (1.9 | )% | ||
| Tax over book basis in subsidiary stock | — | % | — | % | (1.7 | )% | ||
| TCJA deferred tax rate re-measurement | (24.2 | )% | — | % | — | % | ||
| Tax effects of share-based payments | (0.8 | )% | (0.7 | )% | — | % | ||
| Other (net) | 0.7 | % | 0.2 | % | 0.2 | % | ||
| 3.7 | % | 33.0 | % | 31.0 | % |
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 ("TCJA") was enacted into law, which includes numerous provisions that impact the Company, including reducing the U.S. federal tax rate, eliminating the Domestic Production Activities Deduction in future tax years, and providing expanded asset expensing. The TCJA reduced the U.S. federal statutory corporate income tax rate from 35% to 21%, effective January 1, 2018. For fiscal 2018, a blended U.S.
federal statutory tax rate of approximately 28% applied to the Company. The Company recorded a net tax benefit of $118,367 as a result of TCJA.
The staff of the U.S. Securities and Exchange Commission ("SEC") has recognized the complexity of reflecting the impacts of the TCJA and on December 22, 2017 issued Staff Accounting Bulletin No. 118 ("SAB 118") providing a measurement period for determining the final financial statement impacts from the TCJA. SAB 118 clarifies accounting for income taxes under ASC 740 if information is not available or complete and provides for up to a one-year period in which to complete the required analyses and accounting. SAB 118 describes three scenarios (or “buckets”) associated with a company’s status of accounting for income tax reform: (1) a company is complete with its accounting for certain effects of tax reform, (2) a company is able to determine a reasonable estimate for certain effects of tax reform and records that estimate as a provisional amount, or (3) a company is not able to determine a reasonable estimate and therefore continues to apply ASC 740, based on the provisions of the tax laws that were in effect immediately prior to the TCJA being enacted.
For the fiscal year ended June 30, 2018, the Company has not completed its accounting for the tax effects of the enactment of the TCJA. The Company has made a reasonable estimate of the effects on its existing current and deferred tax balances in accordance with SAB 118. The Company recognized a provisional net tax benefit of $118,367 for the items on which the Company was able to determine a reasonable estimate, as described below. The provisional tax benefit is included as a component of income tax expense from continuing operations. As a fiscal year taxpayer, the Company utilized certain estimates and forecasts of operations to estimate both the reversal of deferred tax assets and liabilities that existed on the enactment date, as well as the generation of additional deferred tax assets and liabilities over the remainder of the fiscal year ending June 30, 2018. The Company analyzed its deferred tax balances to estimate which of those balances are expected to reverse in fiscal 2018 (at a blended U.S. federal income tax rate of approximately 28%), or thereafter (at a 21% U.S. federal income tax rate) and recognized the income tax impacts of remeasuring the deferred taxes accordingly. The income tax impact of the re-measurement of the net deferred tax liabilities resulted in a reduction to the effective tax rate of 24.2% for the fiscal year ended June 30, 2018. Included in this reduction, is a reduction of the effective tax rate of 1.7% as a result of adjustments made to the re-measurement of the net deferred tax liabilities during the measurement period in accordance with SAB 118.
As of June 30, 2018, we have $4,338 of gross federal net operating loss (“NOL”) carryforwards pertaining to the acquisition of Goldleaf Financial Solutions, Inc., which are expected to be utilized after the application of IRC Section 382. Separately, as of June 30, 2018, we have state NOL carryforwards with a tax-effected value of $1,042. The federal and state losses have varying expiration dates, ranging from fiscal 2018 to 2037. Based on state tax rules which restrict our utilization of these losses, we believe it is more likely than not that $515 of these losses will expire unutilized. Accordingly, a valuation allowance of $515 and $357 has been recorded against these assets as of June 30, 2018 and 2017, respectively.
The Company paid income taxes, net of refunds, of $60,382, $96,074, and $90,307 in fiscal 2018, 2017, and 2016, respectively.
At June 30, 2018, the Company had $10,227 of gross unrecognized tax benefits, $9,366 of which, if recognized, would affect our effective tax rate. At June 30, 2017, the Company had $5,449 of unrecognized tax benefits, $3,990 of which, if recognized, would affect our effective tax rate. We had accrued interest and penalties of $1,279 and $995 related to uncertain tax positions at June 30, 2018 and 2017, respectively. The income tax provision included interest expense and penalties (or benefits) on unrecognized tax benefits of $165, $(105), and $47 in the fiscal years ending June 30, 2018, 2017, and 2016, respectively.
A reconciliation of the unrecognized tax benefits for the fiscal years ended June 30, 2018 and 2017 follows:
| Unrecognized Tax Benefits | |||
| Balance at July 1, 2016 | $ | 7,421 | |
| Additions for current year tax positions | 1,457 | ||
| Reductions for current year tax positions | — | ||
| Additions for prior year tax positions | 23 | ||
| Reductions for prior year tax positions | (766 | ) | |
| Settlements | (1,040 | ) | |
| Reductions related to expirations of statute of limitations | (1,646 | ) | |
| Balance at June 30, 2017 | 5,449 | ||
| Additions for current year tax positions | 2,157 | ||
| Reductions for current year tax positions | — | ||
| Additions for prior year tax positions | 3,130 | ||
| Reductions for prior year tax positions | (55 | ) | |
| Additions related to business combinations | 510 | ||
| Settlements | (161 | ) | |
| Reductions related to expirations of statute of limitations | (803 | ) | |
| Balance at June 30, 2018 | $ | 10,227 |
The U.S. federal and state income tax returns for fiscal 2015 and all subsequent years remain subject to examination as of June 30, 2018 under statute of limitations rules. We anticipate that potential changes due to lapsing statutes of limitations and examination closures could reduce the unrecognized tax benefits balance by $500 - $1,500 within twelve months of June 30, 2018.
NOTE 8. INDUSTRY AND SUPPLIER CONCENTRATIONS
The Company sells its products to banks, credit unions, and financial institutions throughout the United States and generally does not require collateral. All billings to customers are due 30 days from date of billing. Reserves (which are insignificant at June 30, 2018 and 2017) are maintained for potential credit losses.
In addition, some of the Company’s key solutions are dependent on technology manufactured by IBM Corporation and Microsoft. Termination of the Company’s relationship with either IBM or Microsoft could have a negative impact on the operations of the Company.
NOTE 9. STOCK-BASED COMPENSATION
Our pre-tax operating income for the fiscal years ended June 30, 2018, 2017, and 2016 includes $11,758, $11,129, and $10,720 of equity-based compensation costs, respectively, of which $10,256, $9,861, and $9,712 relates to the restricted stock plans, respectively. Costs is recorded net of estimated forfeitures. The income tax benefits from stock option exercises and restricted stock vests totaled $3,274, $2,638, and $1,051 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively.
2015 Equity Incentive Plan and 2005 Non-Qualified Stock Option Plan
On November 10, 2015, the Company adopted the 2015 Equity Incentive Plan ("2015 EIP") for its employees and non-employee directors. The plan allows for grants of stock options, stock appreciation rights, restricted stock shares or units, and performance shares or units. The maximum number of shares authorized for issuance under the plan is 3,000. For stock options, terms and vesting periods of the options were determined by the Compensation Committee of the Board of Directors when granted. The option period must expire not more than ten years from the options grant date. The options granted under this plan are exercisable beginning three years after grant at an exercise price equal to 100% of the fair market value of the stock at the grant date. The options terminate upon surrender of the option, ninety days after termination of employment, upon the expiration of one year following notification of a deceased optionee, or 10 years after grant.
The Company previously issued options to outside directors under the 2005 Non-Qualified Stock Option Plan (“2005 NSOP”). No additional stock options may be issued under this plan.
The 2005 NSOP was adopted by the Company on September 23, 2005, for its outside directors. Generally, options were exercisable beginning 6 months after grant at an exercise price equal to the fair market value of the stock at the grant date. For individuals who have served less than four continuous years, 25% of all options will vest after one year of service, 50% shall vest after two years, and 75% shall vest after three years of service on the Board. The options terminate upon surrender of the option, upon the expiration of one year following notification of a deceased optionee, or 10 years after grant. 700 shares of common stock were reserved for issuance under this plan with a maximum of 100 for each director.
A summary of option plan activity under the plans is as follows:
| Number of Shares | Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||||||
| Outstanding July 1, 2015 | 100 | $ | 23.07 | |||||||
| Granted | — | — | ||||||||
| Forfeited | — | — | ||||||||
| Exercised | (50 | ) | 23.99 | |||||||
| Outstanding July 1, 2016 | 50 | 22.14 | ||||||||
| Granted | 32 | 87.27 | ||||||||
| Forfeited | — | — | ||||||||
| Exercised | (10 | ) | 28.52 | |||||||
| Outstanding July 1, 2017 | 72 | 50.04 | ||||||||
| Granted | — | — | ||||||||
| Forfeited | — | — | ||||||||
| Exercised | (20 | ) | 17.45 | |||||||
| Outstanding June 30, 2018 | 52 | $ | 62.65 | $ | 3,500 | |||||
| Vested and Expected to Vest June 30, 2018 | 52 | $ | 62.65 | $ | 3,500 | |||||
| Exercisable June 30, 2018 | 20 | $ | 23.65 | $ | 2,134 |
There were no options granted in fiscal 2018, 32 options granted during fiscal 2017, and no grants during fiscal 2016. The weighted-average fair value at the grant date of options granted during fiscal 2017 was $15.78.
The Company utilized a Black-Scholes option pricing model to estimate fair value of the stock option grants at the grant date. All 32 options granted during fiscal 2017 were granted on July 1, 2016. Assumptions such as expected life, volatility, risk-free interest rate, and dividend yield impact the fair value estimate. These assumptions are subjective and generally require significant analysis and judgment to develop. The risk-free interest rate used in our estimate was determined from external data, while volatility, expected life, and dividend yield assumptions were derived from our historical experience with share-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. The assumptions used in estimating fair value and resulting compensation expenses at the grant dates are as follows:
| Expected Life (years) | 6.50 | |
| Volatility | 19.60 | % |
| Risk-free interest rate | 1.24 | % |
| Dividend yield | 1.28 | % |
At June 30, 2018, there was $167 of compensation cost yet to be recognized related to outstanding options. The weighted average remaining contractual term on options currently exercisable as of June 30, 2018 was 1.00 year.
The total intrinsic value of options exercised was $2,165, $747, and $3,011 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively.
Restricted Stock Plan and 2015 Equity Incentive Plan
The Restricted Stock Plan was adopted by the Company on November 1, 2005, for its employees. The plan expired on November 1, 2015. Up to 3,000 shares of common stock were available for issuance under the plan. The 2015 EIP was adopted by the Company on November 10, 2015 for its employees. Up to 3,000 shares of common stock are available for issuance under the 2015 Equity Incentive Plan. Upon issuance, shares of restricted stock are subject to forfeiture and to restrictions which limit the sale or transfer of the shares during the restriction period. The restrictions are lifted over periods ranging from 3 years to 5 years from grant date.
The following table summarizes non-vested share awards activity:
| Share awards | Shares | Weighted Average Grant Date Fair Value | ||||
| Outstanding July 1, 2015 | 72 | $ | 34.28 | |||
| Granted | 22 | 66.31 | ||||
| Vested | (24 | ) | 43.45 | |||
| Forfeited | (12 | ) | 23.82 | |||
| Outstanding July 1, 2016 | 58 | 44.95 | ||||
| Granted | 17 | 87.27 | ||||
| Vested | (38 | ) | 37.00 | |||
| Forfeited | (1 | ) | 65.52 | |||
| Outstanding July 1, 2017 | 36 | 73.66 | ||||
| Granted | — | — | ||||
| Vested | (12 | ) | 58.61 | |||
| Forfeited | (1 | ) | 64.60 | |||
| Outstanding June 30, 2018 | 23 | $ | 81.33 |
The non-vested share awards granted prior to July 1, 2016 do not participate in dividends during the restriction period. As a result, the weighted-average fair value of the non-vested share awards was based on the fair market value of the Company’s equity shares on the grant date, less the present value of the expected future dividends to be declared during the restriction period, consistent with the methodology for calculating compensation expense on such awards. The non-vested share awards granted during the fiscal years ending June 30, 2018 and 2017 do participate in dividends during the restriction period. The weighted-average fair value of such participating awards was based on the fair market value on the grant date.
At June 30, 2018, there was $201 of compensation expense that has yet to be recognized related to non-vested restricted stock share awards, which will be recognized over a weighted-average period of 0.59 years.
An amendment to the Restricted Stock Plan was adopted by the Company on August 20, 2010. Unit awards were made to employees remaining in continuous employment throughout the performance period and vary based on the Company’s percentile ranking in Total Shareholder Return (“TSR”) over the performance period compared to a peer group of companies. TSR is defined as the change in the stock price through the performance period plus dividends per share paid during the performance period, all divided by the stock price at the beginning of the performance period. It is the intention of the Company to settle the unit awards in shares of the Company’s stock. Certain Restricted Stock Unit awards are not tied to performance goals, and for such awards, vesting occurs over a period of 1 to 3 years.
The following table summarizes non-vested unit awards as of June 30, 2018, as well as activity for the fiscal year then ended:
| Unit awards | Shares | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |||||
| Outstanding July 1, 2015 | 499 | $ | 48.13 | |||||
| Granted | 130 | 75.99 | ||||||
| Vested | (99 | ) | 44.09 | |||||
| Forfeited | (101 | ) | 45.89 | |||||
| Outstanding July 1, 2016 | 429 | 58.06 | ||||||
| Granted | 130 | 77.75 | ||||||
| Vested | (136 | ) | 50.12 | |||||
| Forfeited | (37 | ) | 54.30 | |||||
| Outstanding July 1, 2017 | 386 | 67.84 | ||||||
| Granted | 125 | 98.41 | ||||||
| Vested | (156 | ) | 57.00 | |||||
| Forfeited | (4 | ) | 81.83 | |||||
| Outstanding June 30, 2018 | 351 | $83.37 | $45,806 |
The Company utilized a Monte Carlo pricing model customized to the specific provisions of the Company’s plan design to value unit awards subject to performance targets on the grant dates. The weighted average assumptions used in this model to estimate fair value at the grant dates are as follows:
| Year Ended June 30, | ||||||||
| 2018 | 2017 | 2016 | ||||||
| Volatility | 15.6 | % | 16.0 | % | 15.6 | % | ||
| Risk free interest rate | 1.55 | % | 0.93 | % | 1.06 | % | ||
| Dividend yield | 1.2 | % | 1.3 | % | 1.5 | % | ||
| Stock Beta | 0.687 | 0.684 | 0.741 |
For the fiscal year ended June 30, 2018, 81 unit awards were granted and measured using the above assumptions. The remaining 44 unit awards granted are not subject to performance targets, and therefore the estimated fair value at measurement date is valued in the same manner as restricted stock award grants.
At June 30, 2018, there was $11,708 of compensation expense that has yet to be recognized related to non-vested restricted stock unit awards, which will be recognized over a weighted-average period of 1.15 years.
The fair value of restricted shares and units at vest date totaled $17,951, $15,085, and $8,677 for the fiscal years ended June 30, 2018, 2017, and 2016, respectively.
NOTE 10. EARNINGS PER SHARE
The following table reflects the reconciliation between basic and diluted earnings per share.
| Year Ended June 30, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net Income | $ | 376,660 | $ | 245,793 | $ | 248,867 | |||||
| Common share information: | |||||||||||
| Weighted average shares outstanding for basic earnings per share | 77,252 | 77,856 | 79,416 | ||||||||
| Dilutive effect of stock options and restricted stock | 333 | 399 | 318 | ||||||||
| Weighted average shares outstanding for diluted earnings per share | 77,585 | 78,255 | 79,734 | ||||||||
| Basic earnings per share | $ | 4.88 | $ | 3.16 | $ | 3.13 | |||||
| Diluted earnings per share | $ | 4.85 | $ | 3.14 | $ | 3.12 |
Per share information is based on the weighted average number of common shares outstanding for each of the fiscal years. Stock options and restricted stock have been included in the calculation of earnings per share to the extent they are dilutive. The two-class method for computing EPS has not been applied because no outstanding awards contain non-forfeitable rights to participate in dividends. There were 41 anti-dilutive stock options and restricted stock excluded for fiscal 2018, 32 shares excluded for fiscal 2017, and no shares excluded for fiscal 2016.
NOTE 11. EMPLOYEE BENEFIT PLANS
The Company established an employee stock purchase plan in 2006. The plan allows the majority of employees the opportunity to directly purchase shares of the Company at 85% of the closing price of the Company's stock on or around the fifteenth day of each month. During the fiscal years ended June 30, 2018, 2017 and 2016, employees purchased 76, 81, and 87 shares under this plan at average prices of $98.46, $77.52, and $65.33, respectively. As of June 30, 2018, approximately 1,381 shares remained available for future issuance under the plan. The plan does not meet the criteria as a non-compensatory plan. As a result, the Company records the total dollar value of the stock discount given to employees under the plan as expense.
The Company has a defined contribution plan for its employees: the 401(k) Retirement Savings Plan (the “Plan”). The Plan is subject to the Employee Retirement Income Security Act of 1975 (“ERISA”) as amended. Under the Plan, the Company matches 100% of full time employee contributions up to 5% of eligible compensation subject to a maximum of $5 per year. In order to receive matching contributions, employees must be 18 years of age and be employed for at least six months. The Company has the option of making a discretionary contribution; however, none has been made for any of the three most recent fiscal years. The total matching contributions for the Plan were $18,821, $17,550, and $16,794 for fiscal 2018, 2017 and 2016, respectively.
NOTE 12. BUSINESS ACQUISITION
Ensenta Corporation
On December 21, 2017, the Company acquired all of the equity interest of EST Holdings, Inc. and its wholly-owned subsidiary, EST Interco, Inc., for $134,381 paid in cash. EST Holdings, Inc. and EST Interco, Inc. jointly own all of the outstanding equity of Ensenta Corporation ("Ensenta"), a California-based provider of real-time, cloud-based solutions for mobile and online payments and deposits. This acquisition was partially funded by a draw on the Company's revolving credit facility, with the remaining amount funded by existing operating cash. The addition of Ensenta Corporation to the JHA Payment Solutions Group expands the Company’s ability to conduct real-time transactions with third-party platforms, extending its presence in the credit union market through shared branching technology.
Management has completed a preliminary purchase price allocation of Ensenta and its assessment of the fair value of acquired assets and liabilities assumed. The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of December 21, 2017 are set forth below:
| Current assets | $ | 14,057 | |
| Long-term assets | 586 | ||
| Identifiable intangible assets | 58,806 | ||
| Deferred income tax liability | (21,716 | ) | |
| Total other liabilities assumed | (8,450 | ) | |
| Total identifiable net assets | 43,283 | ||
| Goodwill | 91,098 | ||
| Net assets acquired | $ | 134,381 |
The amounts shown above include measurement period adjustments made during the third and fourth quarters of fiscal 2018 related to income tax adjustments and a fair value assessment. The amounts shown above may change as management continues to evaluate the income tax implications of this business combination.
The goodwill of $91,098 arising from this acquisition consists largely of the growth potential, synergies and economies of scale expected from combining the operations of the Company with those of Ensenta, together with the value of Ensenta's assembled workforce. The goodwill from this acquisition has been allocated to our Payments segment and is not expected to be deductible for income tax purposes.
Identifiable intangible assets from this acquisition consist of customer relationships of $37,800, computer software of $16,505, and other intangible assets of $4,501. The weighted average amortization period for acquired customer relationships, computer software, and other intangible assets is 15 years, 10 years, and 10 years, respectively.
Current assets were inclusive of cash acquired of $7,274. The fair value of current assets acquired included accounts receivable of $4,668, none of which were expected to be uncollectible.
Costs incurred related to the acquisition of Ensenta in fiscal 2018 totaled $339 for legal, valuation, and other fees, and were expensed as incurred within selling, general, and administrative expense.
For the fiscal year ended June 30, 2018, the Company's consolidated statements of income included revenue of $15,776 and after-tax net income of $8,197. The after-tax net income included a large tax benefit recorded as a result of the TCJA. Excluding the effects of the TCJA, the Company's after-tax net income resulting from Ensenta's operations totaled $536.
The accompanying consolidated statements of income for the fiscal year ended June 30, 2018 do not include any revenues and expenses related to this acquisition prior to the acquisition date. The following unaudited pro forma consolidated financial information is presented as if this acquisition had occurred at the beginning of the prior period presented. In addition, this unaudited pro forma financial information is provided for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred during this period, or the results that may be obtained in the future as a result of the acquisition.
| Year Ended | |||||||
| June 30, | |||||||
| 2018 | 2017 | ||||||
| Proforma | Proforma | ||||||
| Revenue | $ | 1,549,721 | $ | 1,454,700 | |||
| Net Income | 380,327 | 247,928 | |||||
| Basic Earnings Per Share | $ | 4.92 | $ | 3.18 | |||
| Diluted Earnings Per Share | $ | 4.90 | $ | 3.17 |
Vanguard Software Group
On August 31, 2017, the Company acquired all of the equity interest of Vanguard Software Group, a Florida-based company specializing in the underwriting, spreading, and online decisioning of commercial loans, for $10,744 paid in cash. This acquisition was funded using existing operating cash. The addition of Vanguard Software Group to the Company's ProfitStars® Lending Solutions Group expands functionality offered to clients, allowing for near-real-time communication with JHA's core processing and ancillary solutions, and also enhances cross-sell opportunities.
Management has completed a purchase price allocation of Vanguard Software Group and its assessment of the fair value of acquired assets and liabilities assumed. The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of August 31, 2017 are set forth below:
| Current assets | $ | 1,153 | |
| Long-term assets | 9 | ||
| Identifiable intangible assets | 4,200 | ||
| Total liabilities assumed | (1,117 | ) | |
| Total identifiable net assets | 4,245 | ||
| Goodwill | 6,499 | ||
| Net assets acquired | $ | 10,744 |
The goodwill of $6,499 arising from this acquisition consists largely of the growth potential, synergies and economies of scale expected from combining the operations of the Company with those of Vanguard Software Group, together with the value of Vanguard Software Group's assembled workforce. The goodwill from this acquisition has been allocated to our Complementary segment and is expected to be deductible for income tax purposes.
Identifiable intangible assets from this acquisition consist of customer relationships of $2,234, computer software of $1,426, and other intangible assets of $540. The weighted average amortization periods for acquired customer relationships, computer software, and other intangible assets are 15 years, 10 years, and 10 years, respectively.
Current assets were inclusive of cash acquired of $289. The fair value of current assets acquired included accounts receivable of $847, none of which were expected to be uncollectible.
Costs incurred related to the acquisition of Vanguard Software Group were immaterial for the periods presented.
For the fiscal year ended June 30, 2018, the Company's consolidated statements of income included revenue of $1,369 and after-tax net loss of $940.
The accompanying consolidated statements of income for the fiscal year ended June 30, 2018 do not include any revenues and expenses related to this acquisition prior to the acquisition date. The impact of this acquisition was considered immaterial to both the current and prior periods of our consolidated financial statements and pro forma financial information has not been provided.
Bayside Business Solutions, Inc.
Effective July 1, 2015, the Company acquired all of the equity interests of Bayside Business Solutions, an Alabama-based company that provides technology solutions and payment processing services primarily for the financial services industry, for $10,000 paid in cash. This acquisition was funded using existing operating cash. The acquisition of Bayside Business Solutions expanded the Company’s presence in commercial lending within the industry.
During fiscal 2016, the Company incurred $55 in costs related to the acquisition of Bayside Business Solutions. These costs included fees for legal, valuation and other fees. These costs were included within general and administrative expenses.
The results of Bayside Business Solutions’ operations included in the Company’s consolidated statement of income for the twelve months ended June 30, 2018 included revenue of $7,670 and after-tax net income of $1,620. For fiscal 2017, Bayside Business Solutions contributed $6,536 to revenue, and $1,307 to after-tax net income. For fiscal 2016, Bayside Business Solutions contributed $4,273 to revenue, and $303 after tax to net income.
The accompanying consolidated statements of income do not include any revenues and expenses related to this acquisition prior to the acquisition date. The impact of this acquisition was considered immaterial to both the current and prior periods of our consolidated financial statements and pro forma financial information has not been provided.
NOTE 13. REPORTABLE SEGMENT INFORMATION
The Company is a leading provider of technology solutions and payment processing services primarily for financial services organizations.
Beginning in the first quarter of fiscal 2018, JHA changed its reportable segment structure from two customer-centric segments, Bank and Credit Union, to four product-centric segments. The change was made based on the view of our Chief Executive Officer, who is also our Chief Operating Decision Maker, that the Company could be more effectively managed using a product-centric approach and was driven by the first budgetary process under his administration.
The Company’s operations are classified into four reportable segments: Core, Payments, Complementary, and Corporate and Other. The Core segment provides core information processing platforms to banks and credit unions, which consist of integrated applications required to process deposit, loan, and general ledger transactions, and maintain centralized customer/member information. The Payments segment provides secure payment processing tools and
services, including ATM, debit, and credit card processing services, online and mobile bill pay solutions, and risk management products and services. The Complementary segment provides additional software and services that can be integrated with our core solutions or used independently. The Corporate & Other segment includes hardware revenue and costs, as well as operating costs not directly attributable to the other three segments.
The Company evaluates the performance of its segments and allocates resources to them based on various factors, including performance against trend, budget, and forecast. Only revenue and costs of revenue are considered in the evaluation for each segment.
The prior period presented has been retroactively recast to conform to the new segment structure adopted July 1, 2017.
| Year Ended | |||||||||||||||||||
| June 30, 2018 | |||||||||||||||||||
| Core | Payments | Complementary | Corporate & Other | Total | |||||||||||||||
| REVENUE | |||||||||||||||||||
| Services and Support | $ | 527,722 | $ | 48,407 | $ | 350,495 | $ | 51,797 | $ | 978,421 | |||||||||
| Processing | 27,565 | 468,935 | 61,526 | 156 | 558,182 | ||||||||||||||
| Total Revenue | 555,287 | 517,342 | 412,021 | 51,953 | 1,536,603 | ||||||||||||||
| Cost of Revenue | 248,215 | 244,718 | 169,793 | 210,916 | 873,642 | ||||||||||||||
| Research and Development | 90,340 | ||||||||||||||||||
| Selling, General, and Administrative | 182,146 | ||||||||||||||||||
| Gain on Disposal of Businesses | (1,894 | ) | |||||||||||||||||
| Total Expenses | 1,144,234 | ||||||||||||||||||
| SEGMENT INCOME | $ | 307,072 | $ | 272,624 | $ | 242,228 | $ | (158,963 | ) | ||||||||||
| OPERATING INCOME | 392,369 | ||||||||||||||||||
| INTEREST INCOME (EXPENSE) | (1,345 | ) | |||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 391,024 |
| Year Ended | |||||||||||||||||||
| June 30, 2017 | |||||||||||||||||||
| Core | Payments | Complementary | Corporate & Other | Total | |||||||||||||||
| REVENUE | |||||||||||||||||||
| Services and Support | $ | 477,985 | $ | 45,980 | $ | 332,958 | $ | 60,625 | $ | 917,548 | |||||||||
| Processing | 25,013 | 435,645 | 52,787 | 124 | 513,569 | ||||||||||||||
| Total Revenue | 502,998 | 481,625 | 385,745 | 60,749 | 1,431,117 | ||||||||||||||
| Cost of Revenue | 226,475 | 224,214 | 160,016 | 208,329 | 819,034 | ||||||||||||||
| Research and Development | 84,753 | ||||||||||||||||||
| Selling, General, and Administrative | 162,898 | ||||||||||||||||||
| Gain on Disposal of Businesses | (3,270 | ) | |||||||||||||||||
| Total Expenses | 1,063,415 | ||||||||||||||||||
| SEGMENT INCOME | $ | 276,523 | $ | 257,411 | $ | 225,729 | $ | (147,580 | ) | ||||||||||
| OPERATING INCOME | 367,702 | ||||||||||||||||||
| INTEREST INCOME (EXPENSE) | (748 | ) | |||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 366,954 |
| Year Ended | |||||||||||||||||||
| June 30, 2016 | |||||||||||||||||||
| Core | Payments | Complementary | Corporate & Other | Total | |||||||||||||||
| REVENUE | |||||||||||||||||||
| Services and Support | $ | 427,882 | $ | 45,270 | $ | 302,258 | $ | 95,421 | $ | 870,831 | |||||||||
| Processing | 21,781 | 414,509 | 47,358 | 167 | 483,815 | ||||||||||||||
| Total Revenue | 449,663 | 459,779 | 349,616 | 95,588 | 1,354,646 | ||||||||||||||
| Cost of Revenue | 209,688 | 215,650 | 148,906 | 199,407 | 773,651 | ||||||||||||||
| Research and Development | 81,234 | ||||||||||||||||||
| Selling, General, and Administrative | 157,593 | ||||||||||||||||||
| Gain on Disposal of Businesses | (19,491 | ) | |||||||||||||||||
| Total Expenses | 992,987 | ||||||||||||||||||
| SEGMENT INCOME | $ | 239,975 | $ | 244,129 | $ | 200,710 | $ | (103,819 | ) | ||||||||||
| OPERATING INCOME | 361,659 | ||||||||||||||||||
| INTEREST INCOME (EXPENSE) | (1,123 | ) | |||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 360,536 |
The Company has not disclosed any additional asset information by segment, as the information is not produced internally and its preparation is impracticable.
NOTE 14: SUBSEQUENT EVENTS
Dividends
On August 24, 2018, the Company's Board of Directors declared a cash dividend of $0.37 per share on its common stock, payable on October 2, 2018 to shareholders of record on September 11, 2018.
QUARTERLY FINANCIAL INFORMATION
(unaudited)
| For the Year Ended June 30, 2018 | |||||||||||||||||||
| Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | Total | |||||||||||||||
| REVENUE | $ | 359,934 | $ | 374,756 | $ | 384,684 | $ | 417,229 | $ | 1,536,603 | |||||||||
| EXPENSES | |||||||||||||||||||
| Cost of Revenue | 204,715 | 211,653 | 221,592 | 235,682 | 873,642 | ||||||||||||||
| Research & Development | 20,929 | 22,414 | 22,591 | 24,406 | 90,340 | ||||||||||||||
| Selling, General, & Administrative | 43,733 | 45,613 | 44,185 | 48,615 | 182,146 | ||||||||||||||
| Gain on disposal of businesses | (1,705 | ) | (189 | ) | — | — | (1,894 | ) | |||||||||||
| Total Expenses | 267,672 | 279,491 | 288,368 | 308,703 | 1,144,234 | ||||||||||||||
| OPERATING INCOME | 92,262 | 95,265 | 96,316 | 108,526 | 392,369 | ||||||||||||||
| INTEREST INCOME (EXPENSE) | |||||||||||||||||||
| Interest income | 147 | 146 | 130 | 152 | 575 | ||||||||||||||
| Interest expense | (189 | ) | (250 | ) | (734 | ) | (747 | ) | (1,920 | ) | |||||||||
| Total interest income (expense) | (42 | ) | (104 | ) | (604 | ) | (595 | ) | (1,345 | ) | |||||||||
| INCOME BEFORE INCOME TAXES | 92,220 | 95,161 | 95,712 | 107,931 | 391,024 | ||||||||||||||
| PROVISION FOR INCOME TAXES | 28,809 | (60,413 | ) | 23,317 | 22,651 | 14,364 | |||||||||||||
| NET INCOME | $ | 63,411 | $ | 155,574 | $ | 72,395 | $ | 85,280 | $ | 376,660 | |||||||||
| Basic earnings per share | $ | 0.82 | $ | 2.01 | $ | 0.94 | $ | 1.10 | $ | 4.88 | |||||||||
| Basic weighted average shares outstanding | 77,283 | 77,218 | 77,247 | 77,261 | 77,252 | ||||||||||||||
| Diluted earnings per share | $ | 0.82 | $ | 2.01 | $ | 0.93 | $ | 1.10 | $ | 4.85 | |||||||||
| Diluted weighted average shares outstanding | 77,646 | 77,565 | 77,546 | 77,585 | 77,585 |
| For the Year Ended June 30, 2017 | |||||||||||||||||||
| Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | Total | |||||||||||||||
| REVENUE | $ | 345,028 | $ | 348,553 | $ | 353,767 | $ | 383,769 | $ | 1,431,117 | |||||||||
| EXPENSES | |||||||||||||||||||
| Cost of Revenue | 194,763 | 198,146 | 206,727 | 219,398 | 819,034 | ||||||||||||||
| Research & Development | 19,739 | 20,873 | 20,801 | 23,340 | 84,753 | ||||||||||||||
| Selling, General, & Administrative* | 39,109 | 40,892 | 39,794 | 43,103 | 162,898 | ||||||||||||||
| Gain on disposal of businesses* | — | 36 | (2,286 | ) | (1,020 | ) | (3,270 | ) | |||||||||||
| Total Expenses | 253,611 | 259,947 | 265,036 | 284,821 | 1,063,415 | ||||||||||||||
| OPERATING INCOME | 91,417 | 88,606 | 88,731 | 98,948 | 367,702 | ||||||||||||||
| INTEREST INCOME (EXPENSE) | |||||||||||||||||||
| Interest income | 108 | 60 | 42 | 38 | 248 | ||||||||||||||
| Interest expense | (142 | ) | (184 | ) | (278 | ) | (392 | ) | (996 | ) | |||||||||
| Total interest income (expense) | (34 | ) | (124 | ) | (236 | ) | (354 | ) | (748 | ) | |||||||||
| INCOME BEFORE INCOME TAXES | 91,383 | 88,482 | 88,495 | 98,594 | 366,954 | ||||||||||||||
| PROVISION FOR INCOME TAXES | 29,139 | 29,668 | 28,451 | 33,903 | 121,161 | ||||||||||||||
| NET INCOME | $ | 62,244 | $ | 58,814 | $ | 60,044 | $ | 64,691 | $ | 245,793 | |||||||||
| Basic net income per share | $ | 0.79 | $ | 0.76 | $ | 0.77 | $ | 0.83 | $ | 3.16 | |||||||||
| Basic weighted average shares outstanding | 78,413 | 77,814 | 77,597 | 77,602 | 77,856 | ||||||||||||||
| Diluted net income per share | $ | 0.79 | $ | 0.75 | $ | 0.77 | $ | 0.83 | $ | 3.14 | |||||||||
| Diluted weighted average shares outstanding | 78,844 | 78,180 | 77,932 | 78,064 | 78,255 |
*Gain on disposal of businesses was included in general and administrative expenses within the financial statements previously filed in the Company's Quarterly Reports on Form 10-Q for the first three quarters of fiscal 2017.
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