Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2019 vs FY2018
The 2019-06-30 10-K against the 2018-06-30 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A27 rewritten3 added13 removed97 unchanged
All filing items582 rewritten705 added430 removed1,426 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 705 added, 430 removed, 582 rewritten and 1,426 unchanged across 13 items that differ.
Sentences by item
22 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. RISK FACTORS | 3 | 13 | 27 | 97 |
| Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 185 | 147 | 101 | 201 |
| Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 1 | 0 | 2 | 4 |
| Item 1. BUSINESS | 10 | 8 | 49 | 285 |
| Item 3. LEGAL PROCEEDINGS | 0 | 0 | 0 | 4 |
| Cover and table of contents | 1 | 1 | 32 | 102 |
| Item 1B. UNRESOLVED STAFF COMMENTS | 0 | 0 | 0 | 1 |
| Item 2. PROPERTIES | 0 | 0 | 1 | 9 |
| Item 4. MINE SAFETY DISCLOSURES | 0 | 0 | 0 | 2 |
| Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11 | 25 | 11 | 22 |
| Item 6. SELECTED FINANCIAL DATA | 9 | 5 | 7 | 8 |
| Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 485 | 231 | 302 | 557 |
| Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES | 0 | 0 | 0 | 1 |
| Item 9A. CONTROLS AND PROCEDURES | 0 | 0 | 1 | 7 |
| Item 9B. OTHER INFORMATION | 0 | 0 | 1 | 2 |
| Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 0 | 0 | 0 | 1 |
| Item 11. EXECUTIVE COMPENSATION | 0 | 0 | 0 | 1 |
| Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 0 | 0 | 0 | 1 |
| Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 0 | 0 | 0 | 1 |
| Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | 0 | 0 | 0 | 2 |
| Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 0 | 0 | 37 | 95 |
| Item 16. FORM 10-K SUMMARY | 0 | 0 | 11 | 23 |
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
27 rewritten, 3 added, 13 removed, 97 unchanged
We rely on industry-standard encryption, network and Internet security systems, most of which we license from third parties, to provide the security and authentication necessary to effect secure transmission of data and to prevent unauthorized access to our computer networks, [removed: systems,] [added: systems] and data.
Those same parties may also attempt to fraudulently induce employees, [removed: customers] [added: customers, suppliers,] or other users of our systems to disclose sensitive information in order to gain access to our data or that of our customers or clients.
Under state, [removed: federal,] [added: federal] and foreign laws requiring consumer notification of security breaches, the costs to remediate security breaches can be substantial.
Any significant interruption of service could reduce revenue, have a negative impact on our reputation, result in damage claims, lead our present [added: and potential customers to choose other service providers, and lead to increased regulatory scrutiny of the critical services we provide to financial institutions, with resulting increases in compliance burdens and costs.]
We settle funds on behalf of financial institutions, other businesses and consumers and receive funds from clients, card issuers, payment networks and [removed: consumers on a daily basis for a variety of transaction types.]
Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, Automated Clearing House (“ACH”) [added: payments, real-time] payments [added: through faster payment networks] and check clearing that support consumers, financial institutions and other businesses.
[removed: JHA relies] [added: We rely] on third party service providers to support key portions of [removed: its] [added: our] operations.
[removed: JHA] [added: We] also [removed: relies] [added: rely] on third party service providers to provide part or all of certain services [removed: it delivers] [added: we deliver] to customers.
A failure of these services by a third party could have a material impact upon [removed: JHA’s] [added: our] delivery of [removed: its] services to customers.
One or more of our vendors may experience a cybersecurity event or operational disruption and, if any such event does occur, it may not be adequately addressed, either operationally or financially, by the [removed: third party] [added: third-party] vendor.
The [added: software and] services we provide to our customers are subject to government regulation that could hinder the development of our business, increase costs, or impose constraints on the way we conduct our operations.
As a supplier of [added: software and] services to financial institutions, portions of our operations are examined by the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, and the National Credit Union Association, among other regulatory agencies.
[removed: These new] [added: New] regulations [removed: may] [added: could] require additional programming or other costly changes in our processes or personnel.
This includes rules enacted by the New York Department of Financial Services that require covered financial institutions to have a [removed: cyber security] [added: cybersecurity] program along with other compliance requirements.
The unique data protection regulations issued by multiple agencies has created a fragmented series of requirements that makes it increasingly complex to comply with all of the mandates in an efficient [removed: manner.][added: manner and may increase costs to deliver affected products and services as those requirements are established.]
[added: Substantial research and development and other corporate] resources have been and will continue to be applied to adapt our [removed: software] products to this evolving, complex and often unpredictable regulatory environment.
Deterioration in general economic conditions could reduce transaction volumes and [removed: the Company's] [added: our] related revenues.
[removed: The Company] [added: We] could also experience the loss of customers due to their acquisition or financial failure.
If [removed: additional] material weaknesses in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could materially and adversely affect our business and results of operations or financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the weaknesses or deficiencies, subject us to fines, penalties or judgments, harm our reputation or otherwise cause a decline in investor confidence.
Our contracts with our customers for outsourced data processing [added: and electronic payment transaction processing] services generally run for a period of five or more years.
Our failure to comply with the rules of the payment card networks [added: or changes made by the networks] could adversely affect our business.
We are subject to card association and network rules governing Visa, [removed: MasterCard] [added: MasterCard, Zelle, The Clearing House’s RTP network,] and [removed: similar organizations, including] [added: all rules governing] the Payment Card Data Security Standards.
[added: If we fail to comply with these rules we] could be [added: fined or our certifications could be] suspended or terminated, which could limit our ability to service our customers and result in reductions in revenues and increased costs of operations.
Our primary market consists of approximately [removed: 5,630] [added: 5,363] commercial and savings banks and more than [removed: 5,680] [added: 5,480] credit unions.
We may encounter problems with the integration of new businesses including: financial control and computer system compatibility; unanticipated [removed: costs;] [added: costs and liabilities;] unanticipated quality or customer problems with acquired products or services; differing regulatory and industry standards; diversion of management's attention; adverse effects on existing business relationships with suppliers and customers; loss of key employees; and significant [added: depreciation and] amortization expenses related to acquired assets.
Failed acquisitions could also produce material and unpredictable impairment charges as we [removed: periodically] review our acquired assets.
Our balance sheet includes goodwill and intangible assets that represent a significant portion of our total assets at June 30, [removed: 2018.][added: 2019.]
consumers on a daily basis for a variety of transaction types.
Compliance with new and existing privacy laws, regulations, and rules may adversely impact our expenses, development, and strategy.
Changes made by the networks, even if complied with, may result in reduction in revenues and increased cost of operations.
and potential customers to choose other service providers, and lead to increased regulatory scrutiny of the critical services we provide to financial institutions, with resulting increases in compliance burdens and costs.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law in 2010, significantly changed the regulation of the financial services industry, producing new regulatory agencies and voluminous new regulations, some of which are still being written.
The Bureau of Consumer Financial Protection ("CFPB") was established, which is implementing numerous new regulations applicable to “supervised service providers” such as the Company.
The software we provide to our customers is also affected by government regulation.
We are generally obligated to our customers to provide software solutions that comply with applicable federal and state regulations.
In particular, numerous new regulations have been proposed and are still being written to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Substantial software research and development and other corporate
If we fail to comply with these rules we could be fined or our certifications
Unfavorable future tax law changes could adversely affect our tax expense.
The U.S. recently enacted significant tax reform and certain provisions of the new law could have an adverse impact to us.
Unfavorable future tax law changes could also result in these negative impacts.
Although we cannot predict whether or in what form such legislation will pass, if enacted it could have a material adverse effect on our business and financial results.
We have acquired a number of businesses in the past, including the acquisition of Ensenta Corporation in December 2017, and will continue to explore acquisitions in the future.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
101 rewritten, 185 added, 147 removed, 201 unchanged
All dollar and share amounts, except per share amounts, are in thousands and discussions compare fiscal [removed: 2018] [added: 2019] to fiscal [removed: 2017] [added: 2018] and compare fiscal [removed: 2017] [added: 2018] to fiscal [removed: 2016.][added: 2017.]
Jack Henry & Associates, Inc. (JHA) is headquartered in Monett, Missouri, employs approximately [removed: 6,400] [added: 6,500] associates nationwide, and is a leading provider of technology solutions and payment processing services primarily for financial services organizations.
Jack Henry Banking® [removed: supports banks,] [added: is a top provider of information and transaction processing solutions to U.S. banks] ranging from community banks to multi-billion-dollar [added: asset] institutions with assets up to $50 [removed: billion, with information and transaction processing solutions.][added: billion.]
[removed: ProfitStars® provides] highly specialized products and services that enable financial institutions of every asset size and charter, and diverse corporate entities outside the financial services industry, to mitigate and control risks, optimize revenue and growth opportunities, and contain costs.
JHA's integrated solutions are available for in-house [removed: or] [added: installation and] outsourced [removed: delivery.][added: delivery in our private cloud.]
Through internal product development, disciplined acquisitions, and alliances with companies offering niche solutions that complement our proprietary solutions, we regularly introduce new products and services and generate new cross-sales opportunities across our three primary [removed: business] [added: marketed] brands.
We provide compatible computer hardware for our in-house installations and secure processing environments for our outsourced [removed: solutions.][added: solutions in our private cloud.]
Our support infrastructure and strict standards provide service levels we believe to be the highest in the markets we serve and generate high levels of customer [added: satisfaction and retention.]
Services and support includes: "Outsourcing and cloud" fees that predominantly have contract terms of five years or longer at inception; "Product delivery and services" revenue, which includes revenue from the sales of licenses, implementation services, [added: deconversion fees,] consulting, and hardware; and "In-house support" revenue, which is composed of maintenance fees which primarily contain annual contract terms.
In fiscal 2018, revenues increased [removed: 7%] [added: 6%] or [removed: $105,486] [added: $82,507] compared to fiscal 2017.
Excluding these factors, [removed: and excluding $9,341 of revenue from the fiscal 2017 year-to-date period related to divestitures,] total revenue [removed: still] increased 7%, with [removed: strong] growth in each of our revenue streams as discussed in detail below.
Excluding costs related to deconversion fees from each year, expenses related to fiscal 2018 acquisitions, fiscal 2017 costs related to divestitures, and gains on the [removed: disposals] [added: disposal] of businesses from each year, operating expenses increased [removed: 7%.][added: 5%.]
The TCJA had a large impact on our [removed: provision] [added: provision/ (benefit)] for income taxes and net income, which are discussed below.
We move into fiscal [removed: 2019] [added: 2020] following a strong performance in fiscal [removed: 2018.][added: 2019.]
[removed: Our] [added: We believe our] strong balance sheet, access to extensive lines of credit, the strength of our existing product line and an unwavering commitment to superior customer service position us well to address current and future opportunities.
A detailed discussion of the major components of the results of operations for the fiscal year ended June 30, [removed: 2018] [added: 2019] follows.
| Percentage of total revenue | [removed: 64] [added: 62] | | % | | [removed: 64] [added: 63] | | % | | | |
Services and support includes: "Outsourcing and cloud" fees that predominantly have contract terms of five years or greater at inception; "Product delivery & services" revenue, which includes revenue from the sales of licenses, implementation services, [added: deconversion fees,] consulting, and hardware; and "In-house support" revenue, which is composed of maintenance fees which primarily contain annual contract terms.
In the fiscal year ended June 30, [removed: 2018,] [added: 2019,] services and support revenue grew [removed: 7%] [added: 4%] over the prior fiscal year.
Excluding deconversion fees, [removed: which totaled $45,537 in fiscal 2018 and $39,516 in fiscal 2017;] revenue from fiscal 2018 acquisitions totaling [removed: $8,851;] [added: $9,074,] and fiscal 2017 revenue related to divestitures of [removed: $9,188,] [added: $10,745,] services and support revenue grew [removed: 6%.][added: 4%.]
| Percentage of total revenue | [removed: 36] [added: 38] | | % | | [removed: 36] [added: 37] | | % | | | |
[removed: Processing revenue] [added: Revenue in the Complementary segment] increased [removed: 9%] [added: 6%] for the fiscal year ended June 30, [removed: 2018 as] [added: 2019] compared to the [removed: fiscal year ended June 30, 2017.][added: prior year.]
Excluding $8,294 of revenue from fiscal 2018 acquisitions, and excluding fiscal 2017 revenue related to divestitures totaling [removed: $153,] [added: $152,] processing revenue increased 7% for the year with significant increases in each of its three components.
| Percentage of total revenue | [removed: 57] [added: 59] | | % | | [removed: 57] [added: 58] | | % | | | |
Cost of [removed: Revenue] [added: revenue] increased [added: 6% for fiscal 2018] compared to fiscal 2017, but remained consistent as a percentage of [removed: total] revenue.
[removed: Other factors to the] [added: The] increase [removed: include higher amortization related to capitalized software,] [added: was driven by increased salaries and benefits;] higher direct costs of [removed: product and increased] [added: product, including] spending related to [removed: our strategic partnership with First Data and PSCU] [added: the ongoing project] to expand our credit and debit card [removed: platform.][added: platform; increased amortization expense; and higher rent expense related to new facilities.]
| Research [removed: &] [added: and] Development | $ | 90,340 | | | $ | 84,753 | | | 7 | % |
Research and development expenses increased [added: 7%] primarily due to increased salary and benefit expenses, in part due to a [removed: 4%] [added: 3%] increase in headcount, but were consistent with the prior year as a percentage of total revenue.
[removed: These] [added: Operating] expenses increased [removed: primarily] [added: 6%,] due to increased [removed: commissions, salaries,] [added: headcount driving increased salaries] and [added: benefits, costs related to fiscal 2018 acquisitions, and] professional [removed: service] [added: services] expenses [added: incurred] due to contracting with outside experts in preparation for our adoption of the new Accounting Standards Codification ("ASC") Topic 606 revenue standard.
In fiscal 2018, we recognized gains on the disposal of businesses totaling [removed: $1,894,] [added: $1,894] due to the sales of our ATM Manager and jhaDirect product lines.
[removed: In fiscal 2017, we recognized gains on the disposals of businesses totaling $3,270, with] $2,136 [added: was] related to the fiscal 2016 sale of Alogent, and $1,134 related to the sale of our Regulatory Filing [removed: products.][added: products to Fed Reporter on May 1, 2017.]
| [removed: PROVISION] [added: PROVISION/ (BENEFIT)] FOR INCOME TAXES | Year Ended June 30, | | | | | | | | % Change | |
We recorded a net tax benefit of [removed: $94,549] [added: $106,801] related to the re-measurement of our net deferred tax liabilities and [removed: $23,818] [added: $21,551] related to the impacts on current year operations.
Net income increased [removed: 53%] [added: 59%] to [removed: $376,660,] [added: $365,034,] or [removed: $4.85] [added: $4.70] per diluted share, in fiscal 2018 from [removed: $245,793,] [added: $229,561,] or [removed: $3.14] [added: $2.93] per diluted share, in fiscal 2017.
Processing revenue increased [removed: 6%] [added: 9%] in fiscal [removed: 2017,] [added: 2018,] with strong growth in each of its three components.
Cost of revenue for fiscal [removed: 2017] [added: 2018] increased 6% compared to fiscal [removed: 2016,] [added: 2017,] in line with the revenue increase, and remained a consistent percentage of total revenue in each year.
| Percentage of total revenue | [removed: 11] [added: 12] | | % | | 12 | | % | | | |
In fiscal 2017, we recognized gains on [added: the] disposal of businesses totaling $3,270.
| [removed: Provision] [added: Provision/ (Benefit)] for Income Taxes | $ | [removed: 121,161] [added: (8,876] | [added: )] | | $ | [removed: 111,669] [added: 111,408] | | | [removed: 9] [added: (108] | [removed: %] [added: )%] |
The Payments segment provides secure payment processing tools and services, including ATM, debit, and credit card processing [removed: services,] [added: services;] online and mobile bill pay [removed: solutions,] [added: solutions; ACH origination] and [added: remote deposit capture processing; and] risk management products and services.
ProfitStars® provides
FISCAL 2019 COMPARED TO FISCAL 2018
In fiscal 2019, revenues increased 6% or $81,894 compared to fiscal 2018.
Deconversion fees decreased $15,941 compared to the prior fiscal year.
Revenue from fiscal 2019 acquisitions totaled $1,052.
Operating expenses increased 8% year over year, primarily due to increased salaries and benefits in fiscal 2019, partly due to increased headcount compared to fiscal 2018, costs related to our new card payment processing platform, bonuses provided by the Company in response to the lower tax rate resulting from the TCJA, the Ensenta acquisition, increased rent expense related to new facilities, and increased amortization expense.
The TCJA had a large impact on our fiscal 2018 provision/ (benefit) for income taxes and net income, which impacted year-over-year comparison as discussed below.
Fiscal years 2018 and 2017 have been recast to reflect our retrospective adoption of Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, and related amendments, collectively referred to as Accounting Standards Codification ("ASC") 606.
| | 2019 | | | | 2018 | | | | | |
| Services and Support | $ | 958,489 | | | $ | 920,739 | | | 4 | % |
Excluding deconversion fees, which totaled $30,230 in fiscal 2019 and $46,171 in fiscal 2018, and excluding revenue from fiscal 2019 acquisitions totaling $944, services and support revenue grew 6%.
The increase was primarily driven by an increase in outsourcing and cloud revenue resulting from organic growth in hosting and data processing fees complemented by added revenue from Ensenta.
In-house support revenue also contributed to the increase, primarily from higher software usage revenue resulting partially from the addition of new customers.
These increases were partially offset by decreased product delivery and services revenue due to reduced license and in-house implementation revenue as more customers opted for outsourced delivery.
| | 2019 | | | | 2018 | | | | | |
| Processing | $ | 594,202 | | | $ | 550,058 | | | 8 | % |
Processing revenue increased 8% for the fiscal year ended June 30, 2019 as compared to the fiscal year ended June 30, 2018, with strong organic growth in each component, complemented by added remittance revenue from Ensenta.
| | 2019 | | | | 2018 | | | | | |
| Cost of Revenue | $ | 923,030 | | | $ | 853,138 | | | 8 | % |
Excluding costs related to deconversions, fiscal 2019 acquisitions, and bonuses provided by the Company in response to the lower tax rate resulting from the TCJA, cost of revenue increased 7%.
| | 2019 | | | | 2018 | | | | | |
| Research & Development | $ | 96,378 | | | $ | 90,340 | | | 7 | % |
Excluding the bonuses provided by the Company in response to the lower tax rate following the TCJA and costs attributable to companies acquired in fiscal 2019, research and development expense increased 4%.
| | 2019 | | | | 2018 | | | | | |
| Selling, General, and Administrative | $ | 185,998 | | | $ | 171,710 | | | 8 | % |
Excluding bonuses provided by the Company in response to the lower tax rate resulting from the TCJA, selling, general, and administrative expense increased 6%.
These expenses increased primarily due to increased commissions, salaries, and benefits.
No businesses were disposed during fiscal 2019.
| | 2019 | | | | 2018 | | | | | |
| Interest Income | $ | 876 | | | $ | 575 | | | 52 | % |
| Interest Expense | $ | (926 | ) | | $ | (1,920 | ) | | (52 | )% |
Interest expense decreased in fiscal 2019 due mainly to lower amounts borrowed on our revolving credit facility during the year.
| | 2019 | | | | 2018 | | | | | |
| Provision/ (Benefit) for Income Taxes | $ | 75,350 | | | $ | (8,876 | ) | | 949 | % |
| Effective Rate | 21.7 | | % | | (2.5 | | )% | | | |
The increase in the effective tax rate was primarily the result of the significant tax benefit recognized in the prior fiscal year as a result of the re-measurement of net deferred tax liabilities upon enactment of the TCJA on December 22, 2017.
That increase in the provision/ (benefit) for income taxes is partially offset by the reduced U.S. federal corporate tax rate of 21% effective for the current year, and increased excess tax benefits from share-based payments recognized during fiscal 2019.
Excluding the fiscal 2018 TCJA tax benefit resulting from the re-measurement of net deferred tax liabilities, provision/ (benefit) for income taxes decreased 23%.
Net income decreased 26% to $271,885, or $3.52 per diluted share, in fiscal 2019 from $365,034, or $4.70 per diluted share, in fiscal 2018.
The significant decrease is primarily attributable to the TCJA impacts on the prior year provision/ (benefit) for income taxes, as well as decreased deconversion revenue in fiscal 2019.
satisfaction and retention.
During the last five fiscal years, our revenues have grown from $1,173,173 in fiscal 2014 to $1,536,603 in fiscal 2018.
Net income has grown from $186,715 in fiscal 2014 to $376,660 in fiscal 2018.
The revenue growth has resulted primarily from internal expansion.
Net income in fiscal 2018 included a net tax benefit of $118,367 recorded as result of the TCJA.
Processing revenue includes: "Remittance" revenue from payment processing, remote capture, and automated clearing house (ACH) transactions; "Card" fees, including card transaction processing and monthly fees; and "Transaction and digital" revenue, which includes transaction and mobile processing fees.
Deconversion fees increased $6,021 compared to the prior fiscal year, and we had revenue from fiscal 2018 acquisitions totaling $17,145.
Operating expenses increased 8% year over year.
| Services and Support | $ | 978,421 | | | $ | 917,548 | | | 7 | % |
The increase was primarily driven by an increase in outsourcing and cloud revenue, along with an increase in product delivery and services revenue resulting from completion of revised contractual obligations on several of our bundled arrangements.
| Processing | $ | 558,182 | | | $ | 513,569 | | | 9 | % |
| Cost of Revenue | $ | 873,642 | | | $ | 819,034 | | | 7 | % |
The increase was primarily due to a 6% expansion in headcount at June 30, 2018 compared to June 30, 2017 driving increased salaries and benefits.
We also had other one-time expenses included in cost of revenue which totaled $3,782 included in fiscal 2018 cost of sales.
Fiscal 2017 cost of sales included an impairment loss of $3,275.
| Selling, General, and Administrative | $ | 182,146 | | | $ | 162,898 | | | 12 | % |
| Provision for Income Taxes | $ | 14,364 | | | $ | 121,161 | | | (88 | )% |
| Effective Rate | 3.7 | | % | | 33.0 | | % | | | |
Excluding the $118,367 of tax benefit recorded as a result of the TCJA, net income increased 5% and diluted earnings per share increased 6% for fiscal 2018 compared to fiscal 2017.
FISCAL 2017 COMPARED TO FISCAL 2016
In fiscal 2017, revenues increased 6% or $76,471 compared to fiscal 2016 due primarily to strong growth in services and support revenue, as discussed below.
Operating expenses increased 7%, partially due to the gain on the sale of our Alogent business ("Alogent") in fiscal 2016, which is discussed below in the operating expenses section.
Provision for income taxes increased 9% in fiscal 2017 compared to fiscal 2016 due a lower effective tax rate in the earlier year, which is described in the following discussion.
The above changes resulted in a 1% decrease in net income for fiscal 2017 compared to the prior fiscal year.
| | 2017 | | | | 2016 | | | | | |
| Services and Support | $ | 917,548 | | | $ | 870,831 | | | 5 | % |
Services and support includes: "Outsourcing and cloud" fees that predominantly have contract terms of five years or greater at inception; "Product delivery & services" revenue, which includes revenue from the sales of licenses,
implementation services, consulting, and hardware; and "In-house support" revenue, which is composed of maintenance fees which primarily contain annual contract terms.
Fiscal 2017 services and support revenue grew 5% in fiscal 2017 despite Alogent revenue totaling $28,421 being included in fiscal 2016.
Excluding that headwind, support and services grew 9%, due mainly to an increase in outsourcing and cloud revenue, along with an increase in product delivery and services revenue resulting from completion of revised contractual obligations on several of our bundled arrangements.
| Processing | $ | 513,569 | | | $ | 483,815 | | | 6 | % |
| Cost of Revenue | $ | 819,034 | | | $ | 773,651 | | | 6 | % |
| Research and Development | $ | 84,753 | | | $ | 81,234 | | | 4 | % |
| Selling, General, and Administrative | $ | 162,898 | | | $ | 157,593 | | | 3 | % |
Selling, general, and administrative expenses increased in fiscal 2017 primarily due to increased commissions and headcount, but decreased as a percentage of total revenue.
$2,136 was related to the sale of Alogent, and $1,134 related to the sale of our Regulatory Filing products to Fed Reporter on May 1, 2017.
In fiscal 2016, we sold our Alogent business to Antelope Acquisition Co., an affiliate of Battery Ventures, resulting in a gain of $19,491.
| Interest Income | $ | 248 | | | $ | 307 | | | (19 | )% |
| Interest Expense | $ | (996 | ) | | $ | (1,430 | ) | | (30 | )% |
Interest expense remained low for both the current and prior years, in line with our average debt balances in both years.
An excerpt. Shown here: 40 of 101 rewritten, 40 of 185 added and 40 of 147 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2019 filing and the FY2018 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
2 rewritten, 1 added, 0 removed, 4 unchanged
We are currently exposed to credit risk on credit extended to customers and interest risk on [removed: outstanding debt.]
We have no outstanding debt with variable interest rates as of June 30, [removed: 2018,] [added: 2019,] and are therefore not currently exposed to interest rate risk.
outstanding debt.
Item 1. BUSINESS
49 rewritten, 10 added, 8 removed, 285 unchanged
| • | Jack Henry Banking is a leading provider of integrated data processing systems to [removed: over 1,060] [added: nearly 1,030] banks ranging from community banks to multi-billion-dollar institutions with assets of up to $50 billion. [added: The number of banks we serve has decreased in the last year due to acquisitions and mergers within the banking industry, which are discussed further under the heading "Industry Background" in this Item 1.] Our banking solutions support both in-house and outsourced operating environments with three functionally distinct core processing platforms and more than [removed: 100] [added: 140] integrated complementary solutions. |
| • | Symitar is a leading provider of core data processing solutions for credit unions of all sizes, with [removed: nearly] [added: over] 830 credit union customers. Symitar markets two functionally distinct core processing platforms and more than [removed: 50] [added: 100] integrated complementary solutions that support both in-house and outsourced operating environments. |
| • | ProfitStars is a leading provider of highly specialized core agnostic products and services to financial institutions that are primarily not core customers of the Company. ProfitStars offers highly specialized financial performance, imaging and payments processing, information security and risk management, retail delivery, and online and mobile solutions. ProfitStars’ products and services enhance the performance of [added: traditional] financial services organizations of all asset sizes and charters, and [added: non-traditional] diverse corporate entities with over 9,000 [added: customers, including over 7,200 non-core] customers. |
The majority of our revenue is derived from [removed: recurring electronic payment solutions and outsourcing services that both generally have contract terms of five years or greater, and] support and services provided to our in-house customers that are typically on a one-year [removed: contract.][added: contract, outsourcing services that are typically on a five-year or greater contract, and recurring electronic payment solutions that are also generally on a contract term of five years or greater.]
JHA’s progress and performance have been guided by the focused work ethic and fundamental ideals fostered by the Company’s founders [removed: 42] [added: 43] years ago:
According to the Federal Deposit Insurance Corporation (“FDIC”), there were approximately [removed: 5,630] [added: 5,360] commercial banks
and savings institutions in this asset range as of December 31, [removed: 2017.][added: 2018.]
Jack Henry Banking currently supports [removed: over 1,060] [added: nearly 1,030] of these banks with its core information processing platforms and complementary products and services.
According to the Credit Union National Association (“CUNA”), there were more than [removed: 5,680] [added: 5,480] domestic credit unions as of December 31, [removed: 2017.][added: 2018.]
Symitar currently supports [removed: nearly] [added: over] 830 of these credit unions with core information processing platforms and complementary products and services.
The FDIC reports the number of commercial banks and savings institutions declined [removed: 20%] [added: 21%] from the beginning of calendar year [removed: 2013] [added: 2014] to the end of calendar year [removed: 2017,] [added: 2018,] due mainly to mergers.
Although the number of banks declined at a [removed: 4%] [added: 5%] compound annual rate during this period, aggregate assets increased at a compound annual rate of 4% and totaled [removed: $16.2] [added: $16.7] trillion as of December 31, [removed: 2017.][added: 2018.]
There were [removed: five] [added: eight] new bank charters issued in calendar year [removed: 2017,] [added: 2018,] compared to [removed: zero] [added: five] in the [removed: 2016] [added: 2017] calendar year.
Comparing calendar years [removed: 2017] [added: 2018] to [removed: 2016,] [added: 2017,] the number of mergers [removed: decreased 8%.][added: increased 13%.]
CUNA reports the number of credit unions declined 18% from the beginning of calendar year [removed: 2013] [added: 2014] to the end of calendar year [removed: 2017.][added: 2018.]
Although the number of credit unions declined at a 4% compound annual rate during this period, aggregate assets increased at a compound annual rate of 6% and totaled [removed: $1.4] [added: $1.5] trillion as of December 31, [removed: 2017.][added: 2018.]
We have a disciplined approach to acquisitions and have been successful in supplementing our organic growth with [removed: 31] [added: 33] strategic acquisitions since the end of fiscal 1999.
We have completed [removed: three] [added: four] acquisitions in the last 3 years.
After [removed: 42] [added: 43] years in business, we have very few gaps in our product line, so it is increasingly difficult to find proven products or services that would enable our clients and prospects to better optimize their business opportunities or solve specific operational issues.
Our [removed: three] [added: five] most recent acquisitions were:
| • | Jack Henry Banking supports commercial banks with information and transaction processing platforms that provide enterprise-wide automation. We have three functionally distinct core bank processing systems and more than [removed: 100] [added: 140 fully-integrated] complementary solutions, including business intelligence and bank management, retail and business banking, digital and mobile internet banking and electronic payment solutions, risk management and protection, and item and document imaging solutions. Our banking solutions have state-of-the-art functional capabilities, and we can re-market the hardware required by each software system. Our banking solutions can be delivered in-house or through outsourced delivery [removed: model,] [added: model in our private cloud] and are backed by a company-wide commitment to provide exceptional personal service. Jack Henry Banking is a recognized market leader, currently supporting [removed: over 1,060] [added: nearly 1,030] banks with its technology platforms. |
| • | Symitar supports credit unions of all sizes with information and transaction processing platforms that provide enterprise-wide automation. [removed: Its] [added: Our] solutions include two functionally distinct core processing systems and more than [removed: 50] [added: 100 fully-integrated] complementary solutions, including business intelligence and credit union management, member and member business services, digital and mobile internet banking and electronic payment solutions, risk management and protection, and item and document imaging solutions. Our credit union solutions also have [removed: state-of-the-art functional capabilities. We also re-market the hardware required by each software system. Our credit union solutions can] [added: state-] |
[added: Our credit union solutions can] be delivered in-house or through [added: an] outsourced delivery [removed: model,] [added: model in our private cloud,] and [added: they] are also backed by our company-wide commitment to provide exceptional personal service.
Symitar currently supports [removed: nearly] [added: over] 830 credit union customers.
| • | ProfitStars is a leading provider of specialized products and services assembled primarily through our focused diversification acquisition strategy. These core agnostic solutions are compatible with a wide variety of information technology platforms and operating environments, and include proven solutions for generating additional revenue and growth, increasing security and mitigating operational risks, and/or controlling operating costs. ProfitStars’ products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate [removed: entities with] [added: entities. Profitstars has] over 9,000 [added: customers, including over 7,200 non-core] customers. These distinct products and services can be implemented individually or as solution suites to address specific business problems or needs and enable effective responses to dynamic industry trends. |
| • | SilverLake®, a robust IBM Power System™ (i/OS) based system primarily designed for commercial-focused banks with assets ranging from $500 million to $50 billion. However, some progressive smaller banks and de novo (start-up) banks also select SilverLake. This system is in use by over [removed: 400] [added: 410] banks, and now automates [removed: approximately] [added: over] 7% of the domestic banks with assets less than $50 billion. |
| • | CIF 20/20®, a parameter-driven, easy-to-use system that now supports [removed: nearly 460] [added: over 410] banks ranging from de novo institutions to those with assets exceeding $2 billion. CIF 20/20 is among the most widely used IBM Power System™ (i/OS) core processing systems in the [removed: U.S.] [added: United States ("U.S.")] community bank market. |
| • | Episys®, a robust IBM Power System™ (AIX®) based system primarily designed for credit unions with more than $50 million in assets. It has been implemented by [removed: over 670] [added: nearly 680] credit unions and according to National Credit Union Administration data, is the system implemented by more credit unions with assets exceeding $25 million than any other alternative system. |
| • | CruiseNet®, a Windows-based, client/server system designed primarily for credit unions with less than $50 million in assets. It has been implemented by [removed: nearly 160] [added: over 150] credit unions, is cost-efficient, and provides intuitive point-and-click, drag-and-drop operation. |
Our core outsourcing services are provided through a national network of four data centers located in [removed: three] [added: four] physical locations.
[removed: Customers electing to outsource their core processing typically sign contracts] for five or more years that include transaction-based processing fees and minimum guaranteed payments during the contract period.
We provide more than [removed: 100] [added: 140] complementary products and services that are sold to our core bank and credit union customers, and selectively sold by our ProfitStars division to financial services organizations that use other core processing systems.
| • | Card Services provides a comprehensive suite of Automated Teller Machine ("ATM"), [removed: debit, and] [added: debit /] credit card transaction processing and fraud management solutions. [removed: Our] [added: The] card processing [removed: solutions, which] [added: solutions] include [removed: loyalty/] [added: loyalty /] rewards, [removed: multiple] fraud [removed: detection programs, and] [added: detection,] cardholder alert and controls, [removed: as well as] [added: and] other key components that are fully integrated with JHA's core and complementary [removed: solutions, facilitate seamless transaction processing.] [added: solutions.] |
We have established remarketing agreements with IBM Corporation (fulfilled directly and through IBM distributors), and many other hardware providers that allow JHA to [added: purchase hardware and related maintenance services at a discount and resell them directly to our customers.]
[removed: The Company’s] [added: Our] comprehensive support infrastructure incorporates:
These support services are typically priced at approximately [removed: 18% to] 20% of the respective product’s software license fee.
The subsequent years' service fees generally increase as customer assets increase and as [removed: additional complementary products are purchased.]
Backlog as of June 30, 2018 totaled $676.2 million, consisting of [removed: contracts signed] [added: $76.3 million] for future delivery of [added: in-house] software, hardware, and implementation services (in-house [removed: backlog) of approximately $76.3 million,] [added: backlog),] and $599.9 million for outsourcing services.
Approximately [removed: $464.0] [added: $514.0] million of the outsourcing services backlog as of June 30, [removed: 2018] [added: 2019] is not expected to be realized [removed: during fiscal 2019 due to the long-term nature of our outsourcing contracts.]
[added: Backlog as] of June 30, [removed: 2017] [added: 2019] totaled [removed: $630.3] [added: $785.2] million, consisting of [removed: $78.9 million] [added: contracts signed] for future delivery of [removed: in-house] software, hardware, and implementation services (in-house [removed: backlog),] [added: backlog) of $77.6 million,] and [removed: $551.4 million for] outsourcing [removed: services.][added: services of $707.6 million.]
| 2019 | BOLTS Technologies, Inc | Developer of boltsOPEN, a digital account opening solution |
| 2019 | Agiletics, Inc. | Provider of escrow, investment, and liquidity management solutions for banks serving commercial customers |
of-the-art functional capabilities.
We also re-market the hardware required by each software system.
Customers electing to outsource their core processing typically sign contracts
additional complementary products are purchased.
during fiscal 2020 due to the long-term nature of our outsourcing contracts.
We generally
The Board of Directors provides oversight of these activities through the Risk and Compliance Committee and the Audit Committee.
reliability, and security, as well as disaster preparedness and business recovery planning.
JHA ended fiscal 2018 with $1,536.6 million in revenue.
Our annual revenue has increased from $1,107.5 million for fiscal 2013, representing a compound annual growth rate during this five-year period of 7%.
Net income has grown from $167.6 million to $376.7 million during this same five-year period, although fiscal 2018 net income included a large tax benefit of $118.4 million for adjustments recorded as a result of the Tax Cuts and Jobs Act of 2017 ("TCJA").
| 2016 | Bayside Business Solutions | Portfolio management systems and factoring software |
purchase hardware and related maintenance services at a discount and resell them directly to our customers.
Backlog as
The in-house backlog does not include amounts related to items that have been delivered but cannot be recognized as revenue due to accounting rules for software revenue recognition; those amounts are included in deferred revenue on the balance sheet to the extent that they have been billed to the customer as of June 30, 2018 and 2017.
security monitoring and Hosted Network Solutions (HNS) through our Gladiator unit, and Cloud Services and business recovery services through Centurion Disaster Recovery.
An excerpt. Shown here: 40 of 49 rewritten, all 10 added and all 8 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2019 filing and the FY2018 filing.
Cover and table of contents
32 rewritten, 1 added, 1 removed, 102 unchanged
10-K 1 [removed: jkhy-20180630x10k.htm] [added: jkhy-20190630x10k.htm] FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, [removed: 2018][added: 2019]
| | For the fiscal year ended June 30, [removed: 2018] [added: 2019] |
| Title of each class | [added: Trading Symbol] | Name of each exchange on which registered |
| Common Stock ($0.01 par value) | [added: JKHY] | NASDAQ Global Select Market |
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).
| Non-accelerated filer | \[ \] | [removed: (Do not check if a smaller] [added: Smaller] reporting [removed: company)] [added: company] | [added: \[ \]] |
| [removed: | |] Emerging Growth Company | \[ \] | [added: | |]
On December [removed: 29, 2017,] [added: 31, 2018,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $8,997,853,020] [added: $10,791,330,916] (based on the average of the reported high and low sales prices on NASDAQ on December [removed: 29, 2017).][added: 31, 2018).]
As of August 15, [removed: 2018,] [added: 2019,] the Registrant had [removed: 77,178,813] [added: 77,000,307] shares of Common Stock outstanding ($0.01 par value).
Portions of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its [removed: 2018] [added: 2019] Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Report to the extent stated herein.
Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the Company's fiscal year ended June 30, [removed: 2018.][added: 2019.]
| ITEM 1. | BUSINESS | [removed: [5](#sF04D1D6828255BD29FD975378C2B6C88)] [added: [5](#s4F8F04C16CDB529BB848B39303F35F9D)] |
| ITEM 1A. | RISK FACTORS | [removed: [13](#sDB2B2A1D33685292BAA5A445BEEA8B1F)] [added: [13](#s65001136C4A95AC681804BB31E01F248)] |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | [removed: [16](#sFFE0533EFFFF522CB0A538633477F00E)] [added: [16](#s30856EAF758057D0BB8F0885FBCF6395)] |
| ITEM 2. | PROPERTIES | [removed: [17](#s5A90DCCB9EF2578E85245723B7AE84A2)] [added: [16](#s3C7782FACE29538CBB6BC79FBCBE8C68)] |
| ITEM 3. | LEGAL PROCEEDINGS | [removed: [17](#sFE86177AD5A159569C0062228DA481CF)] [added: [17](#sE201D2664B8B5031BD00014F6750F146)] |
| ITEM 4. | MINE SAFETY DISCLOSURES | [removed: [17](#s684934A354C05A5B98093A5D4E636B6D)] [added: [17](#s6622B923DD4254F5B0FAE056E8012855)] |
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | [removed: [18](#s25ED5F497C0F5BD3A45DE1AD8854E455)] [added: [18](#sBF570E367EEE5324BBA39EDD0A27696E)] |
| ITEM 6. | SELECTED FINANCIAL DATA | [removed: [20](#s14FB3C99560D51EC816AE92A410B122E)] [added: [20](#s512DA2129251518DAB42EA5A66035AE8)] |
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | [removed: [20](#s20B72DFDF1AD516FAF933E6B4341F03F)] [added: [20](#sC2BF7C9F014A5BD8A88A5605DBD6061A)] |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | [removed: [32](#sB8314E0CB88357B6994CB22DEFD2CF64)] [added: [32](#s5CBC68BA9ACD53CA91BEC2AF6DFE1904)] |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | [removed: [33](#sF2BB38AB59E859E4882BA6BAD004A15F)] [added: [34](#s9F1142AB1BC4529E80C306B1E4278066)] |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | [removed: [64](#s75EBCCF19BEB51E1A2EB28D72E6132F3)] [added: [70](#s2917F74EC9B25790A3DF2FBF59907CB8)] |
| ITEM 9A. | CONTROLS AND PROCEDURES | [removed: [64](#sBC82495BBF10525E8C77F38471714523)] [added: [70](#s3F8524233A9A5CA29B5F851D03DA8EEF)] |
| ITEM 9B. | OTHER INFORMATION | [removed: [64](#sDF717FD5E96F5DF79037DE48421F34D9)] [added: [70](#s1338029790D258A0A85234214DB6A6E6)] |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | [removed: [65](#sDD6F26B73E645CAC97F63A046941F82E)] [added: [71](#s1E587A86C5715F67A802B5DC5BC9A1F8)] |
| ITEM 11. | EXECUTIVE COMPENSATION | [removed: [65](#s2AB207AC2125577DBE521D83AA1C62FD)] [added: [71](#s2996F9DEB0245B26913F7E79EE9EDC2C)] |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | [removed: [65](#s75B41DB08E255F359FA0CFD05ED8F45D)] [added: [71](#s8242A64C66FF5B068ABC68AD0698F6BA)] |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | [removed: [65](#s4849DE4D87A55D1992DD276D2AD31605)] [added: [71](#s7213BB01BB3C51BA8A648FEF1CE0EF45)] |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | [removed: [65](#s44F95983C80750DD8B90FDE209C8A481)] [added: [71](#s9D5D39FA2F3D519F8CE36CD4CAF97FA1)] |
| ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | [removed: [66](#sE5610213A65C56ED975AA2A86B64198B)] [added: [72](#s737C7F9C9BDC55D38239E168AE2FB0F1)] |
| ITEM 16 | FORM 10-K SUMMARY | [removed: [68](#s01378026C9D35764B522598E5C7C7288)] [added: [74](#s787B0E510B2B592088F4425B38F234E2)] |
| | | | |
| | | Smaller reporting company | \[ \] |
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 9 unchanged
We have [removed: 37] [added: 39] leased office facilities in [removed: 22] [added: 23] states, which total approximately [removed: 667,000] [added: 722,275] square feet.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
11 rewritten, 11 added, 25 removed, 22 unchanged
On August [removed: 16, 2018,] [added: 15, 2019,] there were approximately [removed: 125,900] [added: 145,300] holders of the Company’s common stock, including individual participants in security position listings.
On that same date the last sale price of the common shares as reported on NASDAQ was [removed: $142.50] [added: $141.94] per share.
The following shares of the Company were repurchased during the quarter ended June 30, [removed: 2018:][added: 2019:]
(1) [removed: 145,983] [added: 250,000] shares were purchased through a publicly announced repurchase plan.
There were [removed: 310] [added: no] shares surrendered to the Company to satisfy tax withholding obligations in connection with employee restricted stock awards.
The following chart presents a comparison for the five-year period ended June 30, [removed: 2018,] [added: 2019,] of the market performance of the Company’s common stock with the S&P 500 Index and an index of peer companies selected by the Company.
[removed: ][added: ]
| | [removed: 2013 | |] 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | [added: 2019 | |]
This comparison assumes $100 was invested on June 30, [removed: 2013,] [added: 2014,] and assumes reinvestments of dividends.
Companies in the [added: 2018] peer group [removed: are] [added: were] ACI Worldwide, Inc.; Bottomline Technology, Inc.; Broadridge Financial Solutions; Cardtronics, Inc.; [removed: Convergys Corp.;] Corelogic, Inc.; Euronet Worldwide, Inc.; Fair Isaac Corp.; Fidelity National Information Services, Inc.; Fiserv, Inc.; Global Payments, Inc.; Moneygram International, Inc.; SS&C Technologies Holdings, Inc.; Total Systems Services, Inc.; Tyler Technologies, Inc.; Verifone Systems, Inc.; and WEX, Inc. [removed: .][added: DST Systems, Inc., which had previously been part of the 2018 peer group, was acquired in 2018 and is no longer a public company.]
As a result, DST Systems, Inc. [removed: has been] [added: was] removed from the [added: 2018] peer group and stock performance graph.
| April 1- April 30, 2019 | — | | | $ | — | | | — | | | 3,732,713 | |
| May 1- May 31, 2019 | 250,000 | | | $ | 134.35 | | | 250,000 | | | 3,482,713 | |
| June 1- June 30, 2019 | — | | | $ | — | | | — | | | 3,482,713 | |
| Total | 250,000 | | | $ | 134.35 | | | 250,000 | | | 3,482,713 | |
| JKHY | 100.00 | | 110.51 | | 151.12 | | 182.15 | | 231.36 | | 240.29 | |
| 2019 Peer Group | 100.00 | | 126.23 | | 142.94 | | 166.15 | | 224.73 | | 281.09 | |
| 2018 Peer Group | 100.00 | | 127.40 | | 151.16 | | 177.26 | | 228.97 | | 286.22 | |
| S&P 500 | 100.00 | | 107.42 | | 111.71 | | 131.70 | | 150.64 | | 166.33 | |
Some peer participant companies were different for fiscal year ended 2019 compared to fiscal year ended 2018.
The Company's Compensation Committee of the Board of Directors adjusted the peer participants due to consolidations within the industry during the 2019 fiscal year.
Companies in the 2019 peer group are ACI Worldwide, Inc.; Black Knight, Inc.; Bottomline Technologies, Inc.; Broadridge Financial Solutions, Inc.; Cardtronics plc; CoreLogic, Inc.; Euronet Worldwide, Inc.; ExlService Holdings, Inc.; Fair Isaac Corp.; Fidelity National Information Services, Inc.; Fiserv, Inc.; Fleetcor Technologies, Inc.; Global Payments, Inc.; Square, Inc.; SS&C Technologies Holdings, Inc.; Total System Services, Inc.; Tyler Technologies, Inc.; Verint Systems, Inc.; and WEX, Inc.
The following table sets forth, for the periods indicated, the high and low sales price per share of the common stock as reported by NASDAQ.
| | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Fiscal 2018 | | | | | | | | Fiscal 2017 | | | | | | |
| | | High | | | | Low | | | | High | | | | Low | | |
| Fourth Quarter | | $ | 133.47 | | | $ | 116.79 | | | $ | 106.46 | | | $ | 91.50 | |
| Third Quarter | | 127.31 | | | | 112.78 | | | | 95.64 | | | | 88.11 | | |
| Second Quarter | | 119.82 | | | | 102.44 | | | | 91.06 | | | | 79.00 | | |
| First Quarter | | 109.67 | | | | 98.16 | | | | 89.89 | | | | 85.00 | | |
Quarterly dividends per share paid on the common stock for the two most recent fiscal years ended 2018 and 2017 are as follows:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Fiscal 2018 | | | | Fiscal 2017 | | |
| Fourth Quarter | | $ | 0.370 | | | $ | 0.310 | |
| Third Quarter | | 0.370 | | | | 0.310 | | |
| Second Quarter | | 0.310 | | | | 0.280 | | |
| First Quarter | | 0.310 | | | | 0.280 | | |
| April 1- April 30, 2018 | — | | | $ | — | | | — | | | 4,028,696 | |
| May 1- May 31, 2018 | — | | | $ | — | | | — | | | 4,028,696 | |
| June 1- June 30, 2018 | 146,293 | | | $ | 129.92 | | | 145,983 | | | 3,882,713 | |
| Total | 146,293 | | | $ | 129.92 | | | 145,983 | | | 3,882,713 | |
| JKHY | 100.00 | | 128.02 | | 141.48 | | 193.46 | | 233.19 | | 296.19 | |
| Peer Group | 100.00 | | 137.07 | | 171.80 | | 198.44 | | 231.11 | | 297.44 | |
| S&P 500 | 100.00 | | 124.61 | | 133.86 | | 139.20 | | 164.11 | | 187.70 | |
DST Systems, Inc., which had previously been part of the peer group, was acquired in 2018 and is no longer a public company.
Item 6. SELECTED FINANCIAL DATA
7 rewritten, 9 added, 5 removed, 8 unchanged
The following data should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in the Annual Report on [removed: From] [added: Form] 10-K.
[removed: Fiscal 2018 net income contains adjustments related to the Tax Cuts and Jobs Act of 2017, and acquisitions] [added: Acquisitions] have affected revenue and net income in fiscal [removed: 2018] [added: 2019] as well as the historical periods presented.
| Income Statement Data | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |
| Basic earnings per share | | $ | [removed: 4.88] [added: 3.52] | | | $ | [removed: 3.16] [added: 4.73] | | | $ | [removed: 3.13] [added: 2.95] | | | $ | [removed: 2.60] [added: 3.13] | | | $ | [removed: 2.20] [added: 2.60] | |
| Diluted earnings per share | | $ | [removed: 4.85] [added: 3.52] | | | $ | [removed: 3.14] [added: 4.70] | | | $ | [removed: 3.12] [added: 2.93] | | | $ | [removed: 2.59] [added: 3.12] | | | $ | [removed: 2.19] [added: 2.59] | |
| Dividends declared per share | | $ | [removed: 1.36] [added: 1.54] | | | $ | [removed: 1.18] [added: 1.36] | | | $ | [removed: 1.06] [added: 1.18] | | | $ | [removed: 0.94] [added: 1.06] | | | $ | [removed: 0.84] [added: 0.94] | |
| Long-term debt | | $ | — | | | $ | [removed: 50,000] [added: —] | | | $ | [removed: —] [added: 50,000] | | | $ | [removed: 50,102] [added: —] | | | $ | [removed: 3,729] [added: 50,102] | |
Fiscal 2018 and 2017 have been recast to reflect the Company's retrospective adoption of Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, and related amendments, collectively referred to as Accounting Standards Codification ("ASC") 606.
Fiscal 2016 and 2015 were not recast.
Net income for fiscal 2018 and 2019 has been impacted by the reduced U.S. corporate tax rate enacted by the Tax Cuts and Jobs Act ("TCJA") of 2017, and fiscal 2018 net income contains the related adjustment for the re-measurement of deferred taxes.
| | | | | | | | | | | | | | | *Unadjusted | | | | *Unadjusted | | |
| Revenue (1) | | $ | 1,552,691 | | | $ | 1,470,797 | | | $ | 1,388,290 | | | $ | 1,354,646 | | | $ | 1,256,190 | |
| Net Income | | $ | 271,885 | | | $ | 365,034 | | | $ | 229,561 | | | $ | 248,867 | | | $ | 211,221 | |
| Total deferred revenue | | $ | 394,306 | | | $ | 369,915 | | | $ | 368,151 | | | $ | 521,054 | | | $ | 531,987 | |
| Total assets | | $ | 2,184,829 | | | $ | 2,033,058 | | | $ | 1,868,199 | | | $ | 1,815,512 | | | $ | 1,836,835 | |
| Stockholders’ equity | | $ | 1,429,013 | | | $ | 1,322,844 | | | $ | 1,099,693 | | | $ | 996,210 | | | $ | 991,534 | |
| Revenue (1) | | $ | 1,536,603 | | | $ | 1,431,117 | | | $ | 1,354,646 | | | $ | 1,256,190 | | | $ | 1,173,173 | |
| Net Income | | $ | 376,660 | | | $ | 245,793 | | | $ | 248,867 | | | $ | 211,221 | | | $ | 186,715 | |
| Total deferred revenue | | $ | 448,632 | | | $ | 511,384 | | | $ | 521,054 | | | $ | 531,987 | | | $ | 492,868 | |
| Total assets | | $ | 2,050,303 | | | $ | 1,908,945 | | | $ | 1,815,512 | | | $ | 1,836,835 | | | $ | 1,680,703 | |
| Stockholders’ equity | | $ | 1,266,828 | | | $ | 1,032,051 | | | $ | 996,210 | | | $ | 991,534 | | | $ | 967,387 | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
302 rewritten, 485 added, 231 removed, 557 unchanged
| | [Report of Independent Registered Public Accounting [removed: Firm](#s0E5EC663AE8A5988B39066FCB4E5370F)] [added: Firm](#s760CC68ED5A052D985AFE4CD233FD2E8)] | [removed: [34](#s278C079A0A5F54318D90ED62E6527920)] [added: [35](#sF8CCB6756F5B57468D288B777B1D2F62)] |
| | [Management's Annual Report on Internal Control over Financial [removed: Reporting](#s349898E0B8D05445B1A92A9A34C97CA7)] [added: Reporting](#s90CCAD217735508AA1567B3BD332479E)] | [removed: [36](#sFDA723426D695E1FAF39CD70E9464879)] [added: [37](#s3963105706C7597988C719C064EF0456)] |
| | [Consolidated Statements of [removed: Income,](#s8C82014A65565CD885BD9044DEAE9D36)] [added: Income,](#s41A4133811595B619EB62D896D23F89B)] | |
| | Years Ended June 30, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] | [removed: [37](#s960AEB548C4658659051A72826FE682B)] [added: [38](#s1FABABCEAF115A56A5386C09F98B3EC7)] |
| | [Consolidated Balance [removed: Sheets,](#sBF63B0CF5FC754DD81F87158B67B09D9)] [added: Sheets,](#sC0886574541C5738A1B4BBEE24EC0567)] | |
| | [added: Years Ended] June 30, [removed: 2018] [added: 2019, 2018,] and 2017 | [removed: [38](#s9605A4E3358C5CE194DF33CCFC57AFAA)] [added: [40](#s6693806EB71D510BB9665F2A554768EF)] |
| | [Consolidated Statements of Changes in Stockholders' [removed: Equity,](#sF3956CEC738C529683FF9E19BD2282DC)] [added: Equity,](#sADE080C77F41580F82B2DCC26E021933)] | |
| | Years Ended June 30, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] | [removed: [39](#s92F6267423C55A32B8E02A1725EA5973)] [added: [41](#s284025CF3B915235B994D3AFA3636D6C)] |
| | [Consolidated Statements of Cash [removed: Flows,](#sEA1A4102A6E05EF3B6971F8B32692BC5)] [added: Flows,](#sA2C333D43E745B64B54D781ABED555C3)] | |
| | [removed: Years] [added: Year] Ended June 30, [removed: 2018, 2017, and 2016] [added: 2018] | [removed: [40](#s12D2DC495739562B8B918221ECE01189)] | [added: | | | | | | | | Year Ended June 30, 2017 | | | | | | | | |]
| | [Notes to Consolidated Financial [removed: Statements](#s3CE2CF98E92259F5BDC327A595A2F06E)] [added: Statements](#s7689AAB74BD955A2993A5175F0AAE32D)] | [removed: [41](#s2B99126C427953009A301EF1E4DCA808)] [added: [42](#s3B7C8F3ED9795C6E87C0D7350514C632)] |
We have audited the accompanying consolidated balance sheets of Jack Henry & Associates, Inc. and its subsidiaries [added: (the “Company”)] as of June 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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, [removed: 2018,] [added: 2019,] 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, [removed: 2018,] [added: 2019,] 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 [added: referred to above] present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended June 30, [removed: 2018] [added: 2019] 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, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB")] [added: (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.
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 [added: 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]
As of June 30, [removed: 2018,] [added: 2019,] 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, [removed: 2018] [added: 2019] was effective.
The Company’s internal control over financial reporting as of June 30, [removed: 2018] [added: 2019] has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing in this Item 8.
| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |
| Cost of Revenue | 873,642 | | | [added: (20,504] | [added: | ) | 853,138 | | | |] 819,034 | | | [added: (13,179] | [removed: 773,651] | [added: )] | [added: 805,855] | [added: | |]
| Research and Development | 90,340 | | | [added: —] | [added: | | 90,340 | | | |] 84,753 | | | [added: —] | [removed: 81,234] | | [added: 84,753] | [added: | |]
| Selling, General, and Administrative | 182,146 | | | [added: (10,436] | [added: | ) | 171,710 | | | |] 162,898 | | | [added: (3,663] | [removed: 157,593] | [added: )] | [added: 159,235] | [added: | |]
| Gain on Disposal of Businesses | [removed: (1,894] [added: —] | | [removed: )] | | [removed: (3,270] [added: (1,894] | | ) | | [removed: (19,491] [added: (3,270] | | ) |
| Total Expenses | 1,144,234 | | | [added: (30,940] | [added: | ) | 1,113,294 | | | |] 1,063,415 | | | [added: (16,842] | [removed: 992,987] | [added: )] | [added: 1,046,573] | [added: | |]
| OPERATING INCOME | 392,369 | | | [added: (34,866] | [added: | ) | 357,503 | | | |] 367,702 | | | [added: (25,985] | [removed: 361,659] | [added: )] | [added: 341,717] | [added: | |]
| Interest Income | 575 | | | [added: —] | [added: | | 575 | | | |] 248 | | | [added: —] | [removed: 307] | | [added: 248] | [added: | |]
| Interest Expense | (1,920 | | ) | [added: —] | [added: | | (1,920 | | ) | |] (996 | | ) | [added: —] | [removed: (1,430] | | [added: (996 | |] ) |
| Total Interest Income (Expense) | [removed: (1,345] [added: (50] | | ) | | [removed: (748] [added: (1,345] | | ) | | [removed: (1,123] [added: (748] | | ) |
| INCOME BEFORE INCOME TAXES | 391,024 | | | [added: (34,866] | [added: | ) | 356,158 | | | |] 366,954 | | | [added: (25,985] | [removed: 360,536] | [added: )] | [added: 340,969] | [added: | |]
| [removed: PROVISION] [added: PROVISION/ (BENEFIT)] FOR INCOME TAXES | 14,364 | | | [added: (23,240] | [added: | ) | (8,876 | | ) | |] 121,161 | | | [added: (9,753] | [removed: 111,669] | [added: )] | [added: 111,408] | [added: | |]
| NET INCOME | $ | 376,660 | | [added: $] | [added: (11,626 | ) |] $ | [added: 365,034 | | | $ |] 245,793 | | [added: $] | [added: (16,232 | ) |] $ | [removed: 248,867] [added: 229,561] | |
| Basic earnings per share | $ | 4.88 | | | [added: | |] $ | [added: 4.73 | | | $ |] 3.16 | | | [added: | |] $ | [removed: 3.13] [added: 2.95] | |
| Basic weighted average shares outstanding | 77,252 | | | | [added: | | 77,252 | | | |] 77,856 | | | | [removed: 79,416] | | [added: 77,856] | [added: | |]
| Diluted earnings per share | $ | 4.85 | | | [added: | |] $ | [added: 4.70 | | | $ |] 3.14 | | | [added: | |] $ | [removed: 3.12] [added: 2.93] | |
| Diluted weighted average shares outstanding | 77,585 | | | | [added: | | 77,585 | | | |] 78,255 | | | | [removed: 79,734] | | [added: 78,255] | [added: | |]
| | [added: Year Ended] June 30, 2018 | | | | [added: | | | | | | Year Ended] June 30, 2017 | | | [added: | | | | | |]
| [removed: Cash and cash equivalents] [added: CASH AND CASH EQUIVALENTS, END OF PERIOD] | $ | 31,440 | | [added: $] | [added: — | |] $ | [added: 31,440 | | | $ |] 114,765 | | [added: $ | — | | $ | 114,765 | |]
| Receivables, net | 291,630 | | | [added: 5,641] | [removed: 276,923] | | [added: 297,271] | [added: | |]
| | June 30, 2019 and 2018 | [39](#sF87BF0DF80CD5CF5A66143C5375676C7) |
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customers as of July 1, 2018.
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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition - estimating variable consideration and identification of and accounting for performance obligations
As discussed in Note 1 to the consolidated financial statements, the Company recorded revenue of $1.553 billion for the year ended June 30, 2019.
The Company enters into contracts with its customers, which frequently contain multiple performance obligations and variable contract consideration.
The amount of revenue recognized is based on the consideration the Company expects to receive in exchange for transferring goods and services to the customer.
The Company’s contracts with its customers frequently contain some component of variable consideration.
Management estimates variable consideration in its contract primarily using the expected value method, based on both historical and current information.
Where appropriate, the Company may constrain the estimated variable consideration included in the transaction price in the event of a high degree of uncertainty as to the final consideration amount.
At contract inception, management assesses the solutions and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a solution or service (or bundle of solutions or services) that is distinct - that is, if the solution or service is separately identifiable from other items in the arrangement and if the customer can benefit from the solution or service on its own or together with other resources that are readily available.
The Company recognizes revenue when or as it satisfies each performance obligation by transferring control of a solution or service to the customer.
Significant judgment in revenue recognition for these customer contracts include, where relevant, (i) the estimation of variable consideration, principally, the varying volume of transactional activity over long-term contracts, and (ii) the identification of and accounting for all performance obligations.
The principal considerations for our determination that performing procedures relating to revenue recognition - specifically the estimation of variable consideration and identification of and accounting for performance obligations - is a critical audit matter are there was significant judgment by management to estimate the variable consideration, principally, the varying volume of transactional activity and the identification of and accounting for all performance obligations in a contract.
This in turn resulted in significant audit effort, a high degree of auditor judgment and subjectivity, in performing our audit procedures and in evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the revenue recognition process, including the estimation of variable consideration and identification of and accounting for each performance obligation.
The procedures also included, among others, evaluating and testing management’s process for determining the variable consideration and testing the reasonableness of management’s estimation of variable consideration.
Testing the estimation of variable consideration included evaluating the terms and conditions of the long-term contracts and the related significant assumptions used in the estimate of the variable consideration, principally, the varying volume of transactional activity.
The procedures for testing the performance obligations and variable consideration included evaluation of the terms and conditions for a sample of contracts.
August 26, 2019
| REVENUE | $ | 1,552,691 | | | $ | 1,470,797 | | | $ | 1,388,290 | |
| Cost of Revenue | 923,030 | | | | 853,138 | | | | 805,855 | | |
| Selling, General, and Administrative | 185,998 | | | | 171,710 | | | | 159,235 | | |
| Total Expenses | 1,205,406 | | | | 1,113,294 | | | | 1,046,573 | | |
| OPERATING INCOME | 347,285 | | | | 357,503 | | | | 341,717 | | |
| Interest Expense | (926 | | ) | | (1,920 | | ) | | (996 | | ) |
| INCOME BEFORE INCOME TAXES | 347,235 | | | | 356,158 | | | | 340,969 | | |
| PROVISION/ (BENEFIT) FOR INCOME TAXES | 75,350 | | | | (8,876 | | ) | | 111,408 | | |
| NET INCOME | $ | 271,885 | | | $ | 365,034 | | | $ | 229,561 | |
| | June 30, 2019 | | | | June 30, 2018 | | |
| Cash and cash equivalents | $ | 93,628 | | | $ | 31,440 | |
| Receivables, net | 310,080 | | | | 297,271 | | |
| Income tax receivable | 17,817 | | | | 21,671 | | |
| Assets held for sale | 6,355 | | | | 1,300 | | |
| Total current assets | 569,448 | | | | 470,742 | | |
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.
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.
August 24, 2018
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.
| REVENUE | $ | 1,536,603 | | | $ | 1,431,117 | | | $ | 1,354,646 | |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Deferred costs | 38,985 | | | | 41,314 | | |
| Total current assets | 468,536 | | | | 520,031 | | |
| Total assets | $ | 2,050,303 | | | $ | 1,908,945 | |
| Total current liabilities | 487,896 | | | | 471,192 | | |
| Debt, net of current maturities | — | | | | 50,000 | | |
| Total liabilities | 783,475 | | | | 876,894 | | |
| Total liabilities and equity | $ | 2,050,303 | | | $ | 1,908,945 | |
| Tax benefits from share-based compensation | — | | | | — | | | | 1,051 | | |
| Balance, beginning of year | $ | 1,585,278 | | | $ | 1,431,192 | | | $ | 1,266,443 | |
| Balance, end of year | $ | 1,856,917 | | | $ | 1,585,278 | | | $ | 1,431,192 | |
| TOTAL STOCKHOLDERS' EQUITY | $ | 1,266,828 | | | $ | 1,032,051 | | | $ | 996,210 | |
| | |
| --- | --- |
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.
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."
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.
An excerpt. Shown here: 40 of 302 rewritten, 40 of 485 added and 40 of 231 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2019 filing and the FY2018 filing.
Item 9A. CONTROLS AND PROCEDURES
1 rewritten, 0 added, 0 removed, 7 unchanged
The Management’s Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, “Financial Statements and Supplementary Data.” The Company's independent registered public accounting firm has audited our internal control over financial reporting as of June 30, [removed: 2018;] [added: 2019;] their report is included in Item 8 of this Form 10-K.
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this report and will be filed within 120 days after the Company's June 30, [removed: 2018] [added: 2019] fiscal year end in the definitive proxy statement for our [removed: 2018] [added: 2019] Annual Meeting of Stockholders (the “Proxy Statement”).
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
37 rewritten, 0 added, 0 removed, 95 unchanged
\- Consolidated Statements of Income for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]
\- Consolidated Balance Sheets as of June 30, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]
\- Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]
\- Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]
| 3.1.7 | [Restated Certificate of Incorporation attached as Exhibit 3.1.7 to the Company’s Annual Report on Form 10-K for the Year ended June 30, [removed: 2003 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000092623603000149/exh3-17.txt)] [added: 2003.](http://www.sec.gov/Archives/edgar/data/779152/000092623603000149/exh3-17.txt)] |
| 3.2.7 | [Restated and Amended Bylaws attached as Exhibit 3.2.7 to the Company’s Current Report on Form 8-K filed September 27, [removed: 2017 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915217000076/jkhy-20170927xexhibit327xr.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000076/jkhy-20170927xexhibit327xr.htm)] |
| 10.8 | [Form of Indemnity Agreement entered into as of August 27, 1996, between the Company and each of its Directors and Executive Officers, attached as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the Year Ended June 30, [removed: 1996 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/0000779152-96-000009.txt)] [added: 1996.](http://www.sec.gov/Archives/edgar/data/779152/0000779152-96-000009.txt)] |
| 10.32* | [Form of Restricted Stock Agreement (executives) attached as Exhibit 10.32 to the Company’s Current Report on Form 8-K filed September 10, [removed: 2007 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000092623607000092/exh10-32.htm)] [added: 2007.](http://www.sec.gov/Archives/edgar/data/779152/000092623607000092/exh10-32.htm)] |
| 10.38* | [Jack Henry & Associates, Inc. 2005 Non-Qualified Stock Option Plan, as amended and restated May 9, 2008, attached as Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed August 29, [removed: 2008 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000092623608000050/exh10-38.htm)] [added: 2008.](http://www.sec.gov/Archives/edgar/data/779152/000092623608000050/exh10-38.htm)] |
| 10.39* | [Revised Form of Restricted Stock Agreement (executives) attached as Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q filed November 6, [removed: 2009 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000092623609000048/exh10-39.htm)] [added: 2009.](http://www.sec.gov/Archives/edgar/data/779152/000092623609000048/exh10-39.htm)] |
| 10.43* | [Jack Henry & Associates Inc. Restricted Stock Plan, as amended and restated effective November 9, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 12, [removed: 2010 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000092623610000050/exh10-1.htm)] [added: 2010.](http://www.sec.gov/Archives/edgar/data/779152/000092623610000050/exh10-1.htm)] |
| 10.44* | [Form of Performance Shares Agreement attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 12, [removed: 2012 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915212000059/exhibit101-performanceshar.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/779152/000077915212000059/exhibit101-performanceshar.htm)] |
| 10.46* | [Jack Henry & Associates, Inc. 2005 Non-Qualified Stock Option Plan, as amended August 20, 2010, attached as Exhibit 10.1 to the Company's Quarterly Report on form 10-Q filed February 7, [removed: 2013 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915213000004/jkhy-20121231xex101.htm)] [added: 2013.](http://www.sec.gov/Archives/edgar/data/779152/000077915213000004/jkhy-20121231xex101.htm)] |
| 10.47* | [Form of Restricted Stock Agreement (independent directors) attached as Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q filed November 8, [removed: 2013 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915213000047/jkhy-2013930xex1047.htm)] [added: 2013.](http://www.sec.gov/Archives/edgar/data/779152/000077915213000047/jkhy-2013930xex1047.htm)] |
| 10.48* | [Form of Termination Benefits Agreements (executives) attached as Exhibit 10.48 to the Company’s Quarterly Report on Form 10-Q filed February 6, [removed: 2014 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915214000006/jkhy-20131231xex1048.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000006/jkhy-20131231xex1048.htm)] |
| 10.49* | [Jack Henry & Associates, Inc. Deferred Compensation Plan attached as Exhibit 10.49 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1049.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1049.htm)] |
| 10.50* | [Jack Henry & Associates, Inc. Non-Employee Directors Deferred Compensation Plan attached as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1050.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1050.htm)] |
| 10.51* | [Form of Performance Shares Agreement (executives) attached as Exhibit 10.51 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1051.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1051.htm)] |
| 10.52 | [Credit Agreement among Jack Henry & Associates, Inc., U.S. Bank National Association and certain other Lenders, attached as Exhibit 10.52 to the Company’s Current Report on Form 8-K filed February 24, [removed: 2015 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915215000013/ex10-52.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000013/ex10-52.htm)] |
| 10.53* | [Form of Restricted Stock Unit Agreement (Non-Employee Directors) attached as Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q filed June 25, [removed: 2015 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915215000041/jkhy-20141231xex1052.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000041/jkhy-20141231xex1052.htm)] |
| 10.54 | [First Amendment to Credit Agreement attached as Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q filed June 25, [removed: 2015 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915215000042/jkhy-2015331xcreditamend1.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000042/jkhy-2015331xcreditamend1.htm)] |
| 10.55 | [Second Amendment to Credit Agreement attached as Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q filed June 25, [removed: 2015 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915215000042/jkhy-2015331xcreditamend2.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000042/jkhy-2015331xcreditamend2.htm)] |
| 10.56* | [Jack Henry & Associates, Inc. 2015 Equity Incentive Plan attached as Exhibit 10.56 to the Company's Current Report on Form 8-K filed November 16, [removed: 2015 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915215000077/jkhy2015equityincentivepla.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000077/jkhy2015equityincentivepla.htm)] |
| 10.57* | [Form of Restricted Stock Unit Agreement (non-employee directors) attached as Exhibit 10.57 to the Company’s Quarterly Report on Form 10-Q filed February 5, [removed: 2016 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915216000101/jkhy-20151231xex1057.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000101/jkhy-20151231xex1057.htm)] |
| 10.58* | [Form of Nonqualified Stock Option Agreement (executives) attached as Exhibit 10.58 to the Company’s Current Report on Form 8-K filed July 1, [removed: 2016 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1058.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1058.htm)] |
| 10.59* | [Form of Restricted Stock Agreement (executives) attached as Exhibit 10.59 to the Company’s Current Report on Form 8-K filed July 1, [removed: 2016 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1059.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1059.htm)] |
| 10.60* | [Form of Performance Shares Agreement attached as Exhibit 10.60 to the Company's Current Report on Form 8-K filed September 13, [removed: 2016 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915216000144/exhibit1060-performancesha.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000144/exhibit1060-performancesha.htm)] |
| 10.61* | [Jack Henry & Associates, Inc. 2006 Employee Stock Purchase Plan, as amended and restated effective November 10, 2016, attached as Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed November 16, [removed: 2016 (SEC File No. 333-214631).](http://www.sec.gov/Archives/edgar/data/779152/000077915216000171/jkhy-20161115xexhibit991xe.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000171/jkhy-20161115xexhibit991xe.htm)] |
| 10.62* | [Form of Performance Shares Agreement attached as Exhibit 10.62 to the Company's Annual Report on From 10-K filed August 25, [removed: 2017 (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915217000040/jkhy-20170630xex1062.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000040/jkhy-20170630xex1062.htm)] |
| 10.63* | [Jack Henry & Associates, Inc. 2017 Annual Incentive Plan, effective September 1, 2017 and approved by the stockholders on November 9, 2017, attached as Exhibit 10.63 to the Company's Current Report on Form 8-K filed November 13, [removed: 2017. (SEC File No. 0-14112).](http://www.sec.gov/Archives/edgar/data/779152/000077915217000090/exhibit1063-2017annualince.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000090/exhibit1063-2017annualince.htm)] |
| 21.1 | [List of the Company’s [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/779152/000077915218000060/jkhy-20180630xex211.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy20190630-ex211.htm)] |
| 23.1 | [Consent of Independent Registered Public Accounting Firm- PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915218000060/jkhy-20180630xex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy20190630-ex231.htm)] |
| 31.1 | [Certification of the Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915218000060/jkhy-20180630xex311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex311.htm)] |
| 31.2 | [Certification of the Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915218000060/jkhy-20180630xex312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex312.htm)] |
| 32.1* | [Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915218000060/jkhy-20180630xex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex321.htm)] |
| 32.2* | [Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915218000060/jkhy-20180630xex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex322.htm)] |
Filed with this report on Form 10-K are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at June 30, [removed: 2018] [added: 2019] and June 30, [removed: 2017,] [added: 2018,] (ii) the Consolidated Statements of Income for the years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] (iv) the Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] and (v) Notes to Consolidated Financial Statements.
Item 16. FORM 10-K SUMMARY
11 rewritten, 0 added, 0 removed, 23 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this [removed: 24th] [added: 26th] day of August, [removed: 2018.][added: 2019.]
| /s/ David B. Foss David B. Foss | President, Chief Executive Officer, and Director (Principal Executive Officer) | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Kevin D. Williams Kevin D. Williams | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ John F. Prim John F. Prim | Director | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Matthew Flanigan Matthew Flanigan | Director | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Tom H. Wilson, Jr Tom H. Wilson, Jr | Director | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | Director | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Thomas A. Wimsett Thomas A. Wimsett | Director | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Laura G. Kelly Laura G. Kelly | Director | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Shruti Miyashiro Shruti S. Miyashiro | Director | August [removed: 24, 2018] [added: 26, 2019] |
| /s/ Wesley A. Brown Wesley A. Brown | Director | August [removed: 24, 2018] [added: 26, 2019] |