Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2022 vs FY2021
The 2022-06-30 10-K against the 2021-06-30 one, compared heading by heading and sentence by sentence.
Item 1A41 rewritten13 added1 removed96 unchanged
All filing items677 rewritten216 added205 removed1,254 unchanged
Summary
counted, not written
- Item 1A lists 23 risk factor headings: 1 new, 1 reworded and 21 unchanged since FY2021. 0 headings from FY2021 no longer appear.
- Sentence by sentence, 216 added, 205 removed, 677 rewritten and 1,254 unchanged across 16 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS..
New Item 1A headings (1)
- An increase in interest rates could increase our borrowing costs.Interest rates
Removed Item 1A headings (0)
Every FY2021 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- Our business may be adversely impacted by [added: general] U.S. and global market and economic
[removed: conditions.][added: conditions or specific conditions in the financial services industry.]
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
41 rewritten, 13 added, 1 removed, 96 unchanged
Data security breaches, failures or other incidents could damage our reputation and business. Our business relies upon receiving, processing, storing and transmitting sensitive information relating to our operations, [removed: employees] [added: employees,] and customers.
If we fail to maintain a sufficient digital security infrastructure, address security vulnerabilities and new [removed: threats] [added: threats,] or deploy adequate technologies to secure our systems against attack, we may be subject to security breaches that compromise confidential information, adversely affect our ability to operate our business, damage our reputation and business, adversely affect our results of operations and financial [removed: condition] [added: condition,] and expose us to liability.
We rely on industry-standard encryption, [removed: network] [added: 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.
Other potential attacks include attempts to obtain unauthorized access to confidential information or destroy data, often through the introduction of computer viruses, ransomware or malware, [removed: cyber-attacks] [added: cyber-attacks,] and other means, which are constantly evolving and difficult to detect.
Although none of these types of attacks have had a material effect on our business or operations to date, we anticipate that attempts to attack our systems, [removed: services] [added: services,] and infrastructure, and those of our customers and vendors, may grow in frequency and sophistication.
An interception, misuse or mishandling of personal, [removed: confidential] [added: confidential,] or proprietary information being sent to or received from a customer or third party could result in legal liability, remediation costs, regulatory [removed: action] [added: action,] and reputational harm, any of which could adversely affect our results of operations and financial condition.
Under state, [removed: federal] [added: federal,] and foreign laws requiring consumer notification of security breaches, the costs to remediate security breaches can be substantial.
Advances in computer capabilities, new discoveries in the field of [removed: cryptography] [added: cryptography,] or other events or developments may render our security measures inadequate.
We cannot ensure that any limitation-of-liability provisions in our customer and user agreements, contracts with third-party [removed: vendors] [added: vendors,] or other contracts are sufficient to protect us from liabilities or damages with respect to claims relating to a security breach or similar matters.
The insurance coverage we maintain to address data security risks may be insufficient to cover all types of claims or losses that may arise, and there is [removed: not] [added: no] assurance that such insurance coverage will continue to be available to us on economically reasonable terms, or at all.
In the event of a security [removed: breach] [added: breach,] we may need to spend substantial additional capital and resources alleviating problems caused by such breach.
Addressing security problems may result in interruptions, [removed: delays] [added: delays,] or cessation of service to users, any of which could harm our business.
Failure to maintain sufficient technological infrastructure or an operational failure in our outsourcing facilities could expose us to damage claims, increase regulatory scrutiny and cause us to lose customers. Our products and services require substantial investments in technological infrastructure, and we have experienced significant growth in the number of users, [removed: transactions] [added: transactions,] and data that our technological infrastructure supports.
Our back-up systems and procedures may [removed: not] [added: prove insufficient or otherwise fail to] prevent disruption, such as a prolonged interruption of our transaction processing services.
[removed: In the event that] [added: If] an interruption extends for more than several hours, we may experience data loss or a reduction in revenues by reason of such interruption.
Implementing modifications and upgrades to our technological infrastructure subject us to inherent costs and risks associated with changing systems, policies, [removed: procedures] [added: procedures,] and monitoring tools.
Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, Automated Clearing House (“ACH”) payments, real-time payments through faster payment [removed: networks] [added: networks,] and check clearing that support consumers, financial [removed: institutions] [added: institutions,] and other businesses.
A failure of these services by a third party could have a material impact upon our delivery of services to [added: our] customers.
If a critical vendor is unable to meet our needs in a timely manner or if the services or products provided by such a vendor are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products quickly and cost-effectively, our customers could be negatively [removed: impacted] [added: impacted,] and it could have a material adverse effect on our business.
We compete on the basis of product quality, reliability, performance, ease of use, quality of support and services, integration with other [removed: products] [added: products,] and pricing.
New competitors regularly appear with new products, [removed: services] [added: services,] and technology for financial institutions.
If we are not successful in achieving high renewal rates upon favorable terms, [removed: or if inflation or costs outpace our contractual ability to adjust pricing during our contractual terms, our] revenues and profit margins will suffer.
These non-regulated customers may entail greater operational, [removed: credit] [added: credit,] and litigation risks than we have faced before and could result in increases in bad debts and litigation costs.
These agencies regulate services we provide and the [removed: manner in which] [added: way] we operate, and we are required to comply with a broad range of applicable federal and state laws and regulations.
In addition, existing laws, regulations, and policies could be amended or interpreted differently by regulators in a manner that imposes additional costs and has a negative impact on our existing operations or that limits our future [removed: growth or expansion.]
We will be required to apply substantial research and development and other corporate resources to adapt our products to this evolving, [removed: complex] [added: complex,] and often unpredictable regulatory environment.
Compliance with new and existing privacy laws, regulations, and rules may adversely impact our expenses, [removed: development] [added: development,] and strategy. We are subject to complex laws, [removed: rules] [added: rules,] and regulations related to data privacy and cybersecurity.
If we fail to comply with such requirements, we could be subject to reputational harm, regulatory [removed: enforcement] [added: enforcement,] and litigation.
The use, [removed: confidentiality] [added: confidentiality,] and security of private customer information is under increased scrutiny.
Regulatory agencies, [removed: Congress] [added: Congress,] and state legislatures are considering numerous regulatory and statutory proposals to protect the interests of consumers and to require compliance with standards and policies that have not been defined.
The unique data protection regulations issued by multiple agencies have created a fragmented series of requirements that makes it increasingly complex to comply with all [removed: of] the mandates in an efficient manner and may increase costs to deliver affected products and services as those requirements are established.
A widespread public health crisis could adversely affect our results of operations. The widespread outbreak of a communicable illness or disease, such as the [removed: ongoing] COVID-19 outbreak, or other public health crises, including government mandates in response to such events, can result in significant economic disruptions and uncertainties and could adversely affect our business, results of [removed: operation] [added: operation,] and financial condition.
Our business may be adversely impacted by [added: general] U.S. and global market and economic [removed: conditions.] [added: conditions or specific conditions in the financial services industry.] We derive most of our revenue from products and services we provide to the financial services industry.
If the [added: general] economic environment [removed: worsens] [added: worsens, or if conditions or regulatory requirements within the financial services industry change,] such [removed: that customers] [added: as if financial institutions] are [added: required to increase reserve amounts, customers may be] less willing or able to pay the cost of our products and services, [added: and] we could face a reduction in demand from current and potential clients for our products and services, which could have a material adverse effect on our business, results of [removed: operations] [added: operations,] and financial condition.
Consolidation and failures of financial institutions will continue to reduce the number of our customers and potential customers. Our primary market consists of approximately [removed: 4,950] [added: 4,790] commercial and savings banks and more than [removed: 5,200] [added: 5,000] credit unions.
Our growth may be affected if we are unable to find or complete suitable acquisitions. We have augmented the growth of our business with a number of acquisitions and we plan to continue to acquire appropriate businesses, [removed: products] [added: products,] and services.
[removed: Acquisitions subject us to risks and may be costly and difficult to integrate. Acquisitions] [added: Acquisitions, including the Payrailz acquisition,] are difficult to evaluate, and our due diligence may not identify all potential liabilities or valuation issues.
We may not be able to successfully integrate [added: Payrailz or any other] acquired companies.
To finance [added: the Payrailz acquisition or other] future acquisitions, we may have to increase our borrowing or sell equity or debt securities to the public.
If we fail to integrate our acquisitions, our business, financial [removed: condition] [added: condition,] and results of operations could be materially and adversely affected.
Events that could cause operational failures include, but are not limited to, hardware and software defects, breakdowns or malfunctions, cybersecurity incidents, human error, power losses, disruptions in telecommunications services, computer viruses or other malware, or other events.
Our facilities are also subject to physical risks related to natural disasters or severe weather events, such as tornados, flooding, hurricanes, and heat waves.
Climate change may increase the likelihood and severity of such events.
As we continue to move more computing, storage, and processing services out of our data centers and facilities and into third-party hosting environments, our reliance on these providers and their systems will increase.
These third-party vendors are subject to similar risks as us including, but not limited to, compliance with applicable laws and regulations, hardware and software defects, breakdowns or malfunctions, cybersecurity incidents, human error, power losses, disruptions in telecommunications services, computer viruses or other malware, natural disasters or severe weather events, or other events.
We may experience increased costs for services from our third-party vendors due to inflation or other cost expansion, but because our customer contracts typically have longer terms than our vendor contracts, our ability to pass on those higher costs to customers may be limited.
If inflation or costs outpace our contractual ability to adjust pricing during the contractual terms of our customer contracts, our revenues and profit margins could be negatively impacted.
growth or expansion.
Acquisitions subject us to risks and may be costly and difficult to integrate. On August 5, 2022, we entered into an Agreement and Plan of Merger to acquire 100% of the equity interests of Payrailz, LLC, which offers digital payment capabilities, including real-time person-to-person ("P2P") payments.
The acquisition is anticipated to close on August 31, 2022, subject to the satisfaction of customary closing conditions.
An increase in interest rates could increase our borrowing costs. Although our debt borrowing levels have historically been low, we may require additional or increased borrowings in the future under existing or new debt facilities to support operations, finance acquisitions, or fund stock repurchases.
Our current revolving credit facility bears interest at a variable rate.
Increases in interest rates on variable-rate debt would increase our interest expense, which could negatively impact our results of operations.
These third-party vendors are subject to similar risks as us relating to cybersecurity, breakdowns or failures of their own systems or employees.
An excerpt. Shown here: 40 of 41 rewritten, all 13 added and all 1 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
105 rewritten, 38 added, 50 removed, 182 unchanged
All dollar and share amounts, except per share amounts, are in thousands and discussions compare fiscal [removed: 2021] [added: 2022] to fiscal [removed: 2020.][added: 2021.]
Discussions of fiscal [removed: 2019] [added: 2020] items and comparisons between fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2020] [added: 2021] that are not included in this Form 10-K can be found in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2020.][added: 2021.]
Jack Henry & Associates, Inc. is [added: a well-rounded financial technology company] headquartered in Monett, Missouri, [added: that] employs approximately [removed: 6,800] [added: 6,900] full-time and part-time associates nationwide, and is a leading provider of technology solutions and payment processing services primarily for financial services organizations.
[removed: ProfitStars® provides] [added: Its solutions serve over 7,800 customers and consist of integrated data processing systems solutions to U.S. banks ranging from de novo to multi-billion-dollar institutions with assets up to $50 billion, core data processing solutions for credit unions of all sizes, and non-core] highly specialized [removed: core agnostic] [added: core-agnostic] 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.
Each of our [removed: brands share] [added: solutions shares] the fundamental commitment to provide high-quality business [removed: solutions,] [added: systems,] service levels that consistently exceed customer expectations, [added: and] integration of solutions and practical new technologies.
Our two primary revenue streams are "services and support" and "processing." Services and support includes: "private and public cloud" fees [removed: (formerly known as "outsourcing and cloud" fees - see Note 2 to the consolidated financial statements)] that predominantly have contract terms of seven years or longer at inception; "product delivery and services" revenue, which includes revenue from the sales of licenses, implementation services, deconversion fees, consulting, and hardware; and "on-premise support" [removed: revenue (formerly known as "in-house support" revenue - see Note 2 to the consolidated financial statements),] [added: revenue,] composed of maintenance fees which primarily contain annual contract terms.
Since its outbreak in early [added: calendar] 2020, COVID-19 has rapidly spread and continues to represent a public health concern.
[added: In March] 2020, we established an internal task force composed of executive officers and other members of management to frequently assess updates to the COVID-19 situation and recommend Company actions.
We offered remote working as a recommended option to employees whose job duties allowed them to work [removed: off-site] [added: off-site,] and we suspended all non-essential business travel.
Individual decisions on returning to the office [removed: were] [added: will be] manager-coordinated and based on conversations with specific teams and departments.
A large number of our employees [added: have] requested to remain fully remote or participate in a hybrid approach where they would split their time between remote and in-person working.
As of August [removed: 13, 2021,] [added: 15, 2022,] the majority of our employees were continuing to work remotely either full time or in a hybrid capacity.
Even though a substantial portion of our workforce has worked remotely during the outbreak and business travel has been [removed: curtailed,] [added: limited,] we have not yet experienced significant disruption to our operations.
We experienced positive operating cash flows during fiscal [removed: 2021,] [added: 2022,] and we do not expect that to change in the near term.
However, we are unable to accurately predict the future impact of COVID-19 due to a number of uncertainties, including further government actions; the duration, severity and recurrence of the outbreak, including the onset of variants of the virus; the [removed: speed and] effectiveness of [removed: vaccine and treatment developments;] [added: vaccines against new variants;] the [removed: speed] [added: development and effectiveness] of [removed: economic recovery;] [added: treatments;] the [added: effect on the economy generally; the] potential impact to our customers, vendors, and employees; and how the potential impact might affect future customer services, processing and installation-related revenue, and processes and efficiencies within the Company directly or indirectly impacting financial results.
FISCAL [removed: 2021] [added: 2022] COMPARED TO FISCAL [removed: 2020][added: 2021]
Reducing total revenue for the effects of deconversion fees of [removed: $20,635] [added: $53,279] for the current fiscal year and [removed: $53,914] [added: $20,635] for the prior fiscal year, and for revenue from acquisitions and divestitures in fiscal [removed: 2021] [added: 2022] of [removed: $9] [added: $274] and in fiscal [removed: 2020] [added: 2021] of [removed: $3,574,] [added: $1,182,] results in a [removed: 6%] [added: 9%] increase, or [removed: $98,002.][added: $152,923.]
Operating expenses increased [removed: 3%] [added: 8%] in fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020,] [added: 2021,] primarily due to higher costs related to our card payment processing platform associated with corresponding increases in revenue, higher personnel costs, [removed: and] increased operating licenses and fees, [removed: partially offset by more capitalized costs related to research] and [removed: development, travel expense savings as a result of COVID-19] [added: higher] travel [removed: limitations (see "COVID-19 Impact and Response" above), the gain on sale of assets this fiscal year compared to the loss last fiscal year, and lower hardware costs associated with a corresponding decrease in revenues.][added: expenses.]
We move into fiscal [removed: 2022] [added: 2023] following strong performance in fiscal [removed: 2021.][added: 2022.]
A detailed discussion of the major components of the results of operations for the fiscal year ended June 30, [added: 2022 compared to the fiscal year ended June 30,] 2021 follows.
| Services and support | | | $ | [removed: 1,048,206] [added: 1,156,365] | | | | | $ | [removed: 1,051,451] [added: 1,048,206] | | | | | [removed: —] [added: 10] | | % |
| Percentage of total revenue | | | 60 | | % | | | | [removed: 62] [added: 60] | | % | | | | | | |
In the fiscal year ended June 30, [removed: 2021,] [added: 2022,] services and support revenue [removed: remained consistent] [added: increased] compared to the prior fiscal year.
Reducing total services and support revenue by the effects of deconversion fees for each year, which totaled [removed: $20,635] [added: $53,279] in fiscal [removed: 2021] [added: 2022] and [removed: $53,914] [added: $20,635] in fiscal [removed: 2020,] [added: 2021,] and for revenue from acquisitions and divestitures in fiscal [removed: 2020] [added: 2021] of [removed: $3,572,] [added: $1,181,] revenue grew [removed: 3%.][added: 7.5%.]
| Processing | | | $ | [removed: 710,019] [added: 786,519] | | | | | $ | [removed: 645,616] [added: 710,019] | | | | | [removed: 10] [added: 11] | | % |
| Percentage of total revenue | | | 40 | | % | | | | [removed: 38] [added: 40] | | % | | | | | | |
Processing revenue includes: "remittance" revenue from payment processing, remote capture, and [removed: automated clearinghouse ("ACH")] [added: ACH] transactions; "card" fees, including card transaction processing and monthly fees; and "transaction and digital" revenue, which includes transaction and mobile [removed: processing fees.]
Processing revenue increased [removed: 10%] [added: 11%] for the fiscal year ended June 30, [removed: 2021] [added: 2022,] compared to the fiscal year ended June 30, [removed: 2020,] [added: 2021,] with strong organic growth in the [removed: card,] [added: card processing,] transaction and digital, and remittance revenue components primarily due to expanding volumes.
| Cost of revenue | | | $ | [removed: 1,063,399] [added: 1,128,614] | | | | | $ | [removed: 1,008,464] [added: 1,063,399] | | | | | [removed: 5] [added: 6] | | % |
| Percentage of total revenue | | | [removed: 60] [added: 58] | | % | | | | [removed: 59] [added: 60] | | % | | | | | | |
Reducing total [removed: cost of revenue] [added: selling, general, and administrative expense] for the effects of deconversion fees from each year, which totaled [removed: $1,425] [added: $2,485] in fiscal [removed: 2021] [added: 2022] and [removed: $4,055] [added: $489] in fiscal [removed: 2020,] [added: 2021,] and [removed: for] [added: removing] the effects of acquisitions, divestitures, and gain/loss of [removed: $123 in] [added: $29 for] the current fiscal year and [removed: $2,151 in] [added: of $(2,012) for] the prior fiscal year, [removed: cost of revenue] [added: selling, general, and administrative expense] increased [removed: 6%.][added: 14% compared to fiscal 2021.]
[removed: This increase was] [added: Cost of revenue for fiscal 2022 increased 6% compared to fiscal 2021,] driven by higher direct costs associated with our card processing platform in [removed: correlation] [added: line] with related revenue [removed: increases;] [added: increases,] higher personnel [removed: costs] [added: costs,] and [added: higher] operating licenses and [removed: fees, partially offset by savings realized from travel limitations due to COVID-19 (see "COVID-19 Impact and][added: fees.]
Cost of revenue [removed: increased 1%] [added: decreased 2%] as a percentage of total revenue for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]
| Research and development | | | $ | [removed: 109,047] [added: 121,355] | | | | | $ | [removed: 109,988] [added: 109,047] | | | | | [removed: (1)] [added: 11] | | % |
Research and development expenses for fiscal [removed: 2021 decreased 1%] [added: 2022 increased 11%] compared to fiscal [removed: 2020.][added: 2021, primarily due to higher personnel costs, net of capitalization.]
Research and development expense remained consistent as a percentage of total revenue for fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020.][added: 2021.]
| Selling, general, and administrative | | | $ | [removed: 187,060] [added: 218,296] | | | | | $ | [removed: 197,988] [added: 187,060] | | | | | [removed: (6)] [added: 17] | | % |
| Percentage of total revenue | | | 11 | | % | | | | [removed: 12] [added: 11] | | % | | | | | | |
Selling, general, and administrative expenses for fiscal [removed: 2021 decreased 6%] [added: 2022 increased 17%] compared to fiscal [removed: 2020.][added: 2021.]
Selling, general, and administrative expense [removed: decreased 1%] [added: remained consistent] as a percentage of total revenue for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]
processing fees.
We have announced that our official return-to-office date is September 6, 2022, though employees have been permitted to voluntarily return to the office since May 2, 2022.
While our business travel is normalizing, we do not expect it to return to pre-pandemic levels and continue to encourage a cautious approach to business travel activities.
In fiscal 2022, total revenue increased 11% or $184,659, compared to fiscal 2021.
This increase was primarily driven by growth in private and public cloud, card processing, remittance, implementation, and transaction and digital revenues, partially offset by a decrease in license fee revenue compared to the prior fiscal year.
| | | | 2022 | | | | | | 2021 | | | | | | | | |
Growth in implementation and software usage revenues also contributed to the increase, partially offset by a decrease in license fee revenue compared to the prior fiscal year.
| | | | 2022 | | | | | | 2021 | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | | | |
This increase was primarily due to higher personnel costs, increased travel expenses, and a smaller gain on sale of assets in the current fiscal year.
| | | | 2022 | | | | | | 2021 | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | | | |
The increase in the Company's effective tax rate in fiscal 2022 compared to fiscal 2021 was primarily the result of an increase in the state tax rate applied to net deferred tax liabilities and less rate benefit received from research and development credits.
| | | | 2022 | | | | | | 2021 | | | | | | | | |
Growth in net income and
Immaterial adjustments were made in fiscal 2022 to reclassify cost of revenue in fiscal 2021 from the Core segment to the Corporate and Other segment to be consistent with the current fiscal year allocation of cost of revenue by segment.
The amounts reclassified for the fiscal year ended June 30, 2021 were $135.
| Cost of Revenue | | | $ | 261,585 | | | | | 6 | | % | | | | $ | 247,150 | |
| | | | 2022 | | | | | | % Change | | | | | | 2021 | | |
| | | | 2022 | | | | | | % Change | | | | | | 2021 | | |
This increase was driven by organic increases in our transaction
| | | | 2022 | | | | | | % Change | | | | | | 2021 | | |
| Cost of Revenue | | | $ | 253,987 | | | | | 2 | | % | | | | $ | 250,041 | |
The increase was mainly due to increased on-premise support and implementation revenues.
The increased Corporate and Other segment cost of revenue was primarily related to increased operating licenses and fees.
| | | | 2022 | | | | | | 2021 | | |
We assessed our liquidity needs throughout fiscal 2022, including in relation to the impact of the COVID-19 pandemic, and determined we had adequate capital resources and sufficient access to external financing sources to satisfy our current and reasonably anticipated funding needs.
We will continue to monitor and assess these needs going forward.
Contractual obligations also include an agreement entered into during fiscal 2022 with Google LLC to provide Google Cloud Platform to the Company, including a total purchase commitment at June 30, 2022 of $225,000.
Contractual obligations also include an agreement entered into during fiscal 2022 with Feedzai Inc. to provide a software as a service offering that allows prevention, detection, and monitoring of financial crime, including a total purchase commitment at June 30, 2022 of $20,501.
We have entered into a definitive agreement to acquire Payrailz, LLC.
We anticipate the transaction closing on August 31, 2022.
In connection with the closing, we expect to amend the revolving credit facility to increase the borrowing limit to allow funding of the transaction.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.
The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.
The Company plans to adopt the ASU effective July 1, 2023, and will apply it prospectively to business combinations occurring on or after that date.
Its solutions serve nearly 8,400 customers and are marketed and supported through three primary brands.
Jack Henry Banking® is a leading provider of integrated data processing systems solutions to U.S. banks ranging from de novo to multi-billion-dollar institutions with assets up to $50 billion.
Symitar® is a leading provider of core data processing solutions for credit unions of all sizes.
In March
This company-wide recommendation extended until July 1, 2021, at which point we began transition to a return to our facilities and normalization of travel activities.
We have not required employees who return to our facilities to receive vaccinations, but we have provided information on vaccine providers, as well as hosted on-site COVID-19 vaccination clinics at several of our facilities for our employees and their families.
On August 3, 2021, we reimplemented our company-wide recommendation for remote work and are encouraging a cautious approach to business travel based on the spread of the Delta variant and increased infection rates.
For those employees who are at our facilities, we have introduced enhanced sanitation procedures and we require face masks for both vaccinated and unvaccinated employees.
In fiscal 2021, total revenue increased 4% or $61,158, compared to fiscal 2020.
This increase was primarily driven by growth in card processing, data processing and hosting fee, Jack Henry digital and remittance fee, and software usage fee revenues, partially offset by lower hardware revenues and decreased pass-through billable travel and user group expenses year over year due to COVID-19 travel limitations (see "COVID-19 Impact and Response" above).
| | | | 2021 | | | | | | 2020 | | | | | | | | |
Growth in software usage revenue also contributed to the increase.
Decreased pass-through expenses due to COVID-19 travel limitations (see "COVID-19 Impact and Response" above) and lower hardware revenues partially offset revenue increases.
Cost of revenue for fiscal 2021 increased 5% compared to fiscal 2020.
Response" above) and lower hardware costs corresponding with decreased hardware revenue.
The decrease was primarily due to higher capitalized research and development costs partially offset by an increase in personnel costs.
Reducing total selling, general, and administrative expense for the effects of deconversion fees from each year, which totaled $489 in fiscal 2021 and $973 in fiscal 2020, and for the effects of acquisitions, divestitures, and gain/loss of $(1,950) for the current fiscal year and of $4,893 for the prior fiscal year, selling, general, and administrative expense decreased 2% compared to fiscal 2020.
This decrease was primarily due to travel expense and other savings as a result of COVID-19 travel limitations partially offset by increased personnel costs.
COVID-19 related savings included our national sales meeting, Jack Henry Annual Conference, and Symitar Education Conference being held virtually during the current fiscal year (see "COVID-19 Impact and Response" above).
The decrease in the Company's effective tax rate in fiscal 2021 compared to fiscal 2020 was primarily due to a greater benefit in the current fiscal year related to stock-based compensation.
During the second quarter of fiscal 2021, Jack Henry's call center was consolidated into the Complementary segment.
As a result of this consolidation, immaterial adjustments were made during fiscal 2021 to reclassify related revenue and costs recognized during the fiscal years ended June 30, 2020 and 2019 from the Core to the Complementary segment.
The total related revenue reclassified was $20,797 for fiscal 2020 and $13,515 for fiscal 2019.
The total related cost of revenue reclassified was $12,386 for fiscal 2020 and $8,513 for fiscal 2019.
| Cost of Revenue | | | $ | 247,285 | | | | | 3 | | % | | | | $ | 240,492 | |
other costs related to the organic growth in card processing and remittance fees.
| Cost of Revenue | | | $ | 249,906 | | | | | 2 | | % | | | | $ | 244,270 | |
The decrease was mainly due to decreased hardware revenue and lower pass-through user group revenue due to COVID-19 limitations (see "COVID-19 Impact and Response" above).
The increased cost of revenue was primarily related to increased licenses and fees and personnel costs, partially offset by lower hardware costs associated with the decrease in hardware revenue.
Cash was lower at the end of fiscal 2021 compared to the end of fiscal 2020 primarily due to the increase in net cash used in financing activities, including an increase in the purchase of treasury stock of approximately $360,000 and the decrease in cash provided by operating activities, including lower deconversion fees collected of approximately $22,000 or about 61% year over year.
Decreases in cash were partially offset by an increase in credit facility borrowings and a decrease in cash used in investing activities, including a 57% decrease in capital expenditures and a decrease in cash used for acquisitions year over year.
| | | | 2021 | | | | | | 2020 | | |
for the purchase and development of internal use software; and $13,300 for purchase of investments.
This was partially offset by $6,187 of proceeds from asset sales and $5,000 of proceeds from investment maturities.
Borrowings and repayments on our revolving credit facility netted to zero at June 30, 2020.
The COVID-19 pandemic has created significant uncertainty as to general global economic and market conditions for the beginning of our fiscal 2022 and beyond.
We believe we have adequate capital resources and sufficient access to external financing sources to satisfy our current and reasonably anticipated requirements for funds to conduct our operations and meet other needs in the ordinary course of our business.
However, as the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs.
The Company also terminated its prior unsecured credit agreement on February 10, 2020.
In January 2017, the FASB issued Accounting Standard Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 of the goodwill impairment test that had required a hypothetical purchase price allocation.
An excerpt. Shown here: 40 of 105 rewritten, all 38 added and 40 of 50 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 FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 0 added, 0 removed, 5 unchanged
We have [removed: $100] [added: $115] million outstanding debt with variable interest rates as of June 30, [removed: 2021] [added: 2022,] and a 1% increase in our borrowing rate would increase our annual interest expense by [removed: $1] [added: $1.15] million.
Item 1. BUSINESS
106 rewritten, 48 added, 44 removed, 178 unchanged
[removed: Jack Henry & Associates, Inc. ("JKHY")] [added: JKHY] was founded in 1976 as a provider of core information processing solutions for banks.
Today, the Company’s extensive array of products and services includes processing transactions, automating business processes, and managing information for [removed: nearly 8,400] [added: over 7,800] financial institutions and diverse corporate entities.
JKHY provides its products and services [removed: through three primary business brands:][added: primarily to financial institutions:]
- [removed: Jack Henry Banking is a leading provider of] [added: Core bank] integrated data processing systems [added: are provided] to [removed: nearly 1,000] [added: over 950] banks ranging from de novo to multi-billion-dollar institutions with assets of up to $50 billion.
- [removed: Symitar is a leading provider of core] [added: Core credit union] data processing solutions [removed: for] [added: are provided to] credit unions of all sizes, with [removed: over 700] [added: a growing client base of nearly 720] credit union customers.
[removed: Symitar markets] [added: There is] one flagship core processing platform and more than 100 integrated complementary solutions that support both on-premise and private cloud operating environments.
- [removed: ProfitStars is a leading provider of] [added: Non-core] highly specialized [removed: core agnostic] [added: core-agnostic] products and services [removed: for] [added: are also provided to] financial institutions.
[removed: ProfitStars'] [added: There are] more than 100 [removed: integrated] complementary solutions [added: that] offer highly specialized financial performance, imaging and payments processing, information security and risk management, retail delivery, and online and mobile solutions.
[removed: ProfitStars’] [added: These] products and services enhance the performance of traditional financial services organizations of all asset sizes and charters, and non-traditional diverse corporate entities with over [removed: 8,300] [added: 7,800] customers, comprised of [removed: over 1,600] [added: nearly 1,650] of our core customers included in our bank and credit union customers listed above, as well as [removed: nearly 6,700] [added: over 6,150 other] non-core customers.
Our products and services provide our customers [added: with] solutions that can be tailored to support their unique growth, service, operational, and performance goals.
Our [added: well-rounded] solutions also enable financial institutions to offer the high-demand products and services required by their customers to compete more successfully, and to capitalize on evolving trends shaping the financial services industry.
We measure and monitor customer satisfaction using [removed: formal] annual surveys and [added: randomly-generated] online surveys initiated each day [removed: randomly] by routine support requests.
We also focus on establishing long-term customer relationships, continually expanding and strengthening those relationships with cross sales of additional products and services, earning new [removed: traditional] [added: financial] and [removed: nontraditional] [added: non-financial] clients, and ensuring [removed: each] [added: our] product [removed: offering is] [added: offerings are] highly competitive.
The majority of our revenue is derived from support and services provided [removed: to] [added: by] our [removed: on-premise customers that are typically on a one-year contract,] private cloud services for our hosted customers that are typically on a seven-year or greater contract, [removed: and] recurring electronic payment solutions that are also generally on a contract term of seven years or [removed: greater.][added: greater, and to our on-premise customers that are typically on a one-year contract.]
JKHY’s progress and performance have been guided by the focused work ethic and fundamental ideals fostered by the Company’s founders [removed: 45] [added: 46] years ago:
- Do the right [removed: thing,][added: thing]
- Do whatever it [removed: takes, and][added: takes]
Recruiting and retaining high-quality employees is essential to our ongoing growth and financial performance, and we believe we have established [removed: a corporate] [added: an organizational] culture that sustains high levels of employee [removed: satisfaction.][added: engagement.]
Since its outbreak in early [added: calendar] 2020, COVID-19 has rapidly spread and continues to represent a public health concern.
[added: March] 2020, we established an internal task force composed of executive officers and other members of management to frequently assess updates to the COVID-19 situation and recommend Company actions.
We offered remote working as a recommended option to employees whose job duties allowed them to work [removed: off-site] [added: off-site,] and we suspended all non-essential business travel.
Individual decisions on returning to the office [removed: were] [added: will be] manager-coordinated and based on conversations with specific teams and departments.
A large number of our employees [added: have] requested to remain fully remote or participate in a hybrid approach where they would split their time between remote and in-person working.
As of August [removed: 13, 2021,] [added: 15, 2022,] the majority of our employees were continuing to work remotely either full time or in a hybrid capacity.
Even though a substantial portion of our workforce has worked remotely during the outbreak and business travel has been [removed: curtailed,] [added: limited,] we have not yet experienced significant disruption to our operations.
We experienced positive operating cash flows during fiscal [removed: 2021,] [added: 2022,] and we do not expect that to change in the near term.
However, we are unable to accurately predict the future impact of COVID-19 due to a number of uncertainties, including further government actions; the duration, severity and recurrence of the outbreak, including the onset of variants of the virus; the [removed: speed and] effectiveness of [removed: vaccine and treatment developments;] [added: vaccines against new variants;] the [removed: speed] [added: development and effectiveness] of [removed: economic recovery;] [added: treatments;] the [added: effect on the economy generally; the] potential impact to our customers, vendors, and employees; and how the potential impact might affect future customer services, processing and installation-related revenue, and processes and efficiencies within the Company directly or indirectly impacting financial results.
[removed: Jack Henry Banking primarily serves] [added: Our core banking solutions serve] commercial banks and savings institutions with up to $50 billion in assets.
According to the Federal Deposit Insurance Corporation (“FDIC”), there were approximately [removed: 4,950] [added: 4,790] commercial banks and savings institutions in this asset range as of December 31, [removed: 2020.][added: 2021, and we currently support over 950 of these banks with one of our three core information processing platform and complementary products and services.]
[removed: Symitar serves] [added: Our core] credit [added: union solutions serve credit] unions of all asset sizes.
According to the Credit Union National Association (“CUNA”), there were more than [removed: 5,200] [added: 5,000] domestic credit unions as of December 31, [removed: 2020.][added: 2021, and we currently support nearly 720 of these credit unions with one flagship core information processing platform and complementary products and services.]
[removed: ProfitStars serves] [added: Our non-core solutions serve] financial services organizations of all asset sizes and charters and other diverse corporate entities.
[removed: ProfitStars] [added: We] currently [removed: supports] [added: support] over [removed: 8,300] [added: 7,800] institutions with specialized solutions for generating additional revenue and growth, increasing security, mitigating operational risks, and controlling operating costs.
The FDIC reports the number of commercial banks and savings institutions declined [removed: 19%] [added: 18%] from the beginning of calendar year [removed: 2015] [added: 2016] to the end of calendar year [removed: 2020,] [added: 2021,] due mainly to mergers.
Although the number of banks declined at a 4% compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 7.0%] [added: 9.0%] and totaled [removed: $20.5] [added: $23.7] trillion as of December 31, [removed: 2020.][added: 2021.]
There were [removed: six] [added: nine] new bank charters issued in calendar year [removed: 2020,] [added: 2021,] compared to [removed: thirteen] [added: six] in the [removed: 2019] [added: 2020] calendar year.
Comparing calendar years [removed: 2020] [added: 2021] to [removed: 2019,] [added: 2020,] the number of mergers decreased [removed: 54%.][added: 2%.]
CUNA reports the number of credit unions declined 15% from the beginning of calendar year [removed: 2015] [added: 2016] to the end of calendar year [removed: 2020.][added: 2021.]
Although the number of credit unions declined at a 3% compound annual rate during this [removed: period, aggregate assets increased at a compound annual rate of 9% and totaled $1.9 trillion as of December 31, 2020.]
Institutions are recognizing that attracting and retaining [removed: customers/members] [added: customers and members] in today’s highly competitive financial industry and realizing near-term and long-term performance goals are often technology dependent.
Jack Henry & Associates, Inc. ("JKHY") is a well-rounded financial technology company.
- Have fun
In
We have announced that our official return-to-office date is September 6, 2022, though employees have been permitted to voluntarily return to the office since May 2, 2022.
While our business travel is normalizing, we do not expect it to return to pre-pandemic levels and continue to encourage a cautious approach to business travel activities.
period, aggregate assets increased at a compound annual rate of 10% and totaled $2.1 trillion as of December 31, 2021.
We strengthen the connections between people and their financial institutions through technology and services that reduce the barriers to financial health.
Purpose Statement
To empower people and communities to gain the financial freedom to move forward.
We currently support nearly 720 credit union customers.
These core systems are available for on-premise
It is a complete, open digital banking platform that gives
- JHA Card Processing Solutions ("CPS") supports full-service and in-house debit and credit card programs backed by a comprehensive suite of tools for fraud mitigation, digital payments, dispute management, plastics manufacturing and personalization, loyalty programs, data analytics, and terminal driving.
In addition, advisory services are offered to support a variety of needs including card portfolio growth, start-up program consultation, as well as customized fraud management; all tailored to individual financial institution goals and concerns.
- Enterprise Payment Solutions ("EPS") is a comprehensive payments engine.
- iPay SolutionsTM provides consumers and businesses with money movement options through their financial institutions’ digital platforms including paying bills, sending money to anyone and transferring funds between their own accounts.
iPay’s extensive application programming interface ("API") and hosted interfaces allow for multiple levels of integration by digital platforms and financial institutions.
iPay provides financial institutions with services and tools to increase adoption, support end-users and monitor fraud.
The money movement options keep the consumers and businesses engaged with the financial institution.
- JHA PayCenterTM, provides our customer financial institutions with a single entry point to both Zelle and Real Time Payments ("RTP") real-time networks with plans to accommodate the Federal Reserve's FedNow in 2024, with testing to begin in 2023.
PayCenter manages the certification process and mandatory updates from the networks, simplifies integration with toolkits and provides fraud monitoring.
Financial institutions are able to send and receive transactions instantly 24 hours a day, 365 days a year, through our core and complementary solutions.
- Payments as a Service (PaaS) ties together and further enhances the complete array of electronic payments functionality with a front end Payments Developers Experience Portal and back end data analytics.
Our marketing
Our products and services must comply with the extensive and evolving regulatory requirements applicable to our customers, including but not limited to those mandated by federal truth-in-lending and truth-in-savings rules, the Privacy of Consumer Financial
JKHY provides private cloud services through JHA OutLink Processing Services™ for banks and EASE Processing Services™ for credit unions.
Information and Cybersecurity
In our increasingly interconnected environment, information is inherently exposed to a growing number of risks, threats, and vulnerabilities.
As a provider of products and services to financial institutions, we take extreme caution and due care in processing and storing sensitive, personally identifiable information securely.
We prioritize protecting our associates, clients, and their private data from the ever-evolving cyber threat environment and ensuring the resiliency of such information.
We have an established information and cybersecurity program maintained by a team of diverse, highly skilled cybersecurity professionals, as well as a portfolio of investments in modern technology including artificial intelligence and machine learning.
The program incorporates industry-standard frameworks, policies, and practices designed to protect the confidentiality and privacy of JKHY’s and our clients’ information.
Additionally, we maintain insurance that includes cybersecurity coverage.
In support of the program, our systems and services undergo regular reviews performed by the same regulatory agencies that review financial institutions: Consumer Financial Protection Bureau ("CFPB"), Federal Reserve Board ("FRB"), FDIC, NCUA, and the OCC, among others.
Reviews such as those by the Federal Banking agencies (a regulatory group comprised of the FDIC, FRB, and the OCC) assess and identify security gaps or flaws in controls and monitor the effectiveness of our security program.
Critical services provided to our clients are subject to annual System and Organization Controls ("SOC") reviews by independent auditors.
SOC reports are made available to clients via the client communications portal.
Information and cybersecurity leadership reports to the Risk and Compliance Board committee and the full Board of Directors quarterly, on information security and cybersecurity matters.
sexual orientation, gender, gender identity, pregnancy, genetic information, or other characteristics protected by applicable law.
We continue to concentrate efforts on diversity, equity, inclusion, and belonging and have hired employees in the human resources function to focus on this important area.
- Have fun.
In March
This company-wide recommendation extended until July 1, 2021, at which point we began transition to a return to our facilities and normalization of travel activities.
We have not required employees who return to our facilities to receive vaccinations, but we have provided information on vaccine providers, as well as hosted on-site COVID-19 vaccination clinics at several of our facilities for our employees and their families.
On August 3, 2021, we reimplemented our company-wide recommendation for remote work and are encouraging a cautious approach to business travel based on the spread of the Delta variant and increased infection rates.
For those employees who are at our facilities, we have introduced enhanced sanitation procedures and we require face masks for both vaccinated and unvaccinated employees.
Jack Henry Banking currently supports nearly 1,000 of these banks with its core information processing platforms and complementary products and services.
Symitar currently supports over 700 of these credit unions with core information processing platforms and complementary products and services.
Our mission is to provide quality solutions and industry-leading service to our customers while fostering our culture that is personally, professionally, and financially rewarding to our employees and increasing the value of our stockholders' investments.
We have completed three acquisitions in the last 3 years.
| 2019 | | | BOLTS Technologies, Inc. ("BOLTS") | | | Developer of boltsOPEN, a digital account opening solution | | |
| 2019 | | | Agiletics, Inc. ("Agiletics") | | | Provider of escrow, investment, and liquidity management solutions for banks serving commercial customers | | |
Our proprietary solutions are marketed through three primary business brands:
Symitar currently supports over 700 credit union customers.
and manages the introduction of new product offerings.
Jack Henry identifies four components of Electronic Payment Solutions:
- Card Services provides a comprehensive suite of Automated Teller Machine ("ATM"), debit/credit card transaction processing and fraud management solutions.
The card processing solutions include loyalty/rewards, fraud detection, cardholder alert and controls, and other key components that are fully integrated with JKHY's core and complementary solutions.
- Bill Pay and Mobile banking platforms are offered through our iPay and Banno product offerings.
iPay offers iPay Business Bill Pay™, a full suite of online financial management solutions designed to meet the distinct needs of small businesses, as well as iPay Consumer Bill Pay™, a solution that supports single or recurring payments, allows customers to receive full bills electronically, and easily integrates with any internet banking provider.
Banno Mobile™ offers a native mobile banking application for both iOS and Android that offers innovative and cost-effective mobile services that can be marketed with customer's own brand identity.
It allows customers to aggregate all of their account balances and transactional data from multiple financial institutions and empowers them with the convenience of anytime, anywhere account access.
- Faster Payments includes the development of JHA PayCenter, a payments hub that provides streamlined, secure payment capabilities for sending and receiving transactions instantly 24 hours a day, 365 days a year, through JKHY’s core and complementary solutions with direct connections to both Zelle and Real Time Payments ("RTP") real-time networks with plans to accommodate the Federal Reserve's network in 2023.
- Processing/Other includes Enterprise Payment Solutions ("EPS"), a comprehensive payments engine and one of the leading total payments solutions on the market today.
Furthermore, Commercial Lending Solutions help financial institutions securely transition from a traditional lending portfolio (focused on real estate-based consumer lending) to a more fully diversified portfolio developed via commercial and industrial lending.
Our solutions also provide reliable ways to retain creditworthy business customers facing financial hurdles, while mitigating the risk of loan loss.
Dedicated sales forces support each of JKHY’s three primary marketed brands.
plans and security.
The Board of Directors provides oversight of these activities through the Risk and Compliance Committee and the Audit Committee.
Information Security
We are committed to the protection and security of the sensitive information contained on our systems and accessed through our products and services.
Because threats to information security pose risks to our business and to our customers, we proactively make strategic investments in security and the infrastructure and procedural controls for our systems.
These investments enable a comprehensive set of security controls that are maintained and tested on a consistent basis.
Additional third-party reviews are performed throughout the organization, such as Payment Card Industry-Data Security Standard assessments, state and federal regulatory examinations, intrusion tests, and System and Organizations Controls ("SOC") 1 or SOC 2 reports.
In 2020, our President and Chief Executive Officer, David Foss, signed the CEO Action for Diversity and Inclusion Pledge, joining nearly 2,000 other chief executives and presidents who have made a pledge to act on supporting a more inclusive workplace for employees, communities, and society at large.
Based on periodic monitoring, we believe our voluntary attrition rate is low compared to competitive benchmarks.
We believe our strong retention rate demonstrates healthy engagement by our employees.
These trainings include mandatory programs, such as security awareness, as well as recommended but optional programs, such as a recent training on mitigating unconscious bias that received a high level of participation and led many of our employees to take a personal pledge to support inclusion in the workplace.
Self-developer weeks specifically allow employees the opportunity to sign-up for curated courses covering topics such as technology trends and JKHY products and services.
Through our BIGs, we also offer opportunities for employees to advance their knowledge of diversity, equity, and inclusion matters.
An excerpt. Shown here: 40 of 106 rewritten, 40 of 48 added and 40 of 44 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Cover and table of contents
26 rewritten, 2 added, 0 removed, 102 unchanged
For the fiscal year ended June 30, [removed: 2021][added: 2022]
On December 31, [removed: 2020,] [added: 2021,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $12,074,696,820] [added: $12,115,984,998] (based on the average of the reported high and low sales prices on Nasdaq on December 31, [removed: 2020).][added: 2021).]
As of August [removed: 13, 2021,] [added: 15, 2022,] the Registrant had [removed: 74,013,999] [added: 72,902,797] 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: 2021] [added: 2022] 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 ("SEC") within 120 days of the Company's fiscal year ended June 30, [removed: 2021.][added: 2022.]
| ITEM 1. | | | [removed: BUSINESS] [added: [BUSINESS](#i3e760ad3c5f94c5892b7ddc949ade806_13)] | | | [removed: [5](#i3ed6a039cea74fa0b3adf1fb8053d0e3_13)] [added: [5](#i3e760ad3c5f94c5892b7ddc949ade806_13)] | | |
| ITEM 1A. | | | [removed: RISK FACTORS] [added: [RISK FACTORS](#i3e760ad3c5f94c5892b7ddc949ade806_16)] | | | [removed: [15](#i3ed6a039cea74fa0b3adf1fb8053d0e3_16)] [added: [15](#i3e760ad3c5f94c5892b7ddc949ade806_16)] | | |
| ITEM 1B. | | | [removed: UNRESOLVED] [added: [UNRESOLVED] STAFF [removed: COMMENTS] [added: COMMENTS](#i3e760ad3c5f94c5892b7ddc949ade806_19)] | | | [removed: [20](#i3ed6a039cea74fa0b3adf1fb8053d0e3_19)] [added: [20](#i3e760ad3c5f94c5892b7ddc949ade806_19)] | | |
| ITEM 2. | | | [removed: PROPERTIES] [added: [PROPERTIES](#i3e760ad3c5f94c5892b7ddc949ade806_22)] | | | [removed: [20](#i3ed6a039cea74fa0b3adf1fb8053d0e3_22)] [added: [20](#i3e760ad3c5f94c5892b7ddc949ade806_22)] | | |
| ITEM 3. | | | [removed: LEGAL PROCEEDINGS] [added: [LEGAL PROCEEDINGS](#i3e760ad3c5f94c5892b7ddc949ade806_25)] | | | [removed: [20](#i3ed6a039cea74fa0b3adf1fb8053d0e3_25)] [added: [20](#i3e760ad3c5f94c5892b7ddc949ade806_25)] | | |
| ITEM 4. | | | [removed: MINE] [added: [MINE] SAFETY [removed: DISCLOSURES] [added: DISCLOSURES](#i3e760ad3c5f94c5892b7ddc949ade806_28)] | | | [removed: [20](#i3ed6a039cea74fa0b3adf1fb8053d0e3_28)] [added: [20](#i3e760ad3c5f94c5892b7ddc949ade806_28)] | | |
| ITEM 5. | | | [removed: MARKET] [added: [MARKET] FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES] [added: SECURITIES](#i3e760ad3c5f94c5892b7ddc949ade806_34)] | | | [removed: [21](#i3ed6a039cea74fa0b3adf1fb8053d0e3_34)] [added: [21](#i3e760ad3c5f94c5892b7ddc949ade806_34)] | | |
| ITEM 6. | | | [removed: \[RESERVED\]] [added: [\[RESERVED\]](#i3e760ad3c5f94c5892b7ddc949ade806_37)] | | | [removed: [23](#i3ed6a039cea74fa0b3adf1fb8053d0e3_37)] [added: [23](#i3e760ad3c5f94c5892b7ddc949ade806_37)] | | |
| ITEM 7. | | | [removed: MANAGEMENT'S] [added: [MANAGEMENT'S] DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS] [added: OPERATIONS](#i3e760ad3c5f94c5892b7ddc949ade806_40)] | | | [removed: [23](#i3ed6a039cea74fa0b3adf1fb8053d0e3_40)] [added: [23](#i3e760ad3c5f94c5892b7ddc949ade806_40)] | | |
| ITEM 7A. | | | [removed: QUANTITATIVE] [added: [QUANTITATIVE] AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK] [added: RISK](#i3e760ad3c5f94c5892b7ddc949ade806_61)] | | | [removed: [32](#i3ed6a039cea74fa0b3adf1fb8053d0e3_64)] [added: [32](#i3e760ad3c5f94c5892b7ddc949ade806_61)] | | |
| ITEM 8. | | | [removed: FINANCIAL] [added: [FINANCIAL] STATEMENTS AND SUPPLEMENTARY [removed: DATA] [added: DATA](#i3e760ad3c5f94c5892b7ddc949ade806_64)] | | | [removed: [34](#i3ed6a039cea74fa0b3adf1fb8053d0e3_67)] [added: [33](#i3e760ad3c5f94c5892b7ddc949ade806_64)] | | |
| ITEM 9. | | | [removed: CHANGES] [added: [CHANGES] IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE] [added: DISCLOSURE](#i3e760ad3c5f94c5892b7ddc949ade806_157)] | | | [removed: [64](#i3ed6a039cea74fa0b3adf1fb8053d0e3_154)] [added: [60](#i3e760ad3c5f94c5892b7ddc949ade806_157)] | | |
| ITEM 9A. | | | [removed: CONTROLS] [added: [CONTROLS] AND [removed: PROCEDURES] [added: PROCEDURES](#i3e760ad3c5f94c5892b7ddc949ade806_160)] | | | [removed: [64](#i3ed6a039cea74fa0b3adf1fb8053d0e3_157)] [added: [60](#i3e760ad3c5f94c5892b7ddc949ade806_160)] | | |
| ITEM 9B. | | | [removed: OTHER INFORMATION] [added: [OTHER INFORMATION](#i3e760ad3c5f94c5892b7ddc949ade806_163)] | | | [removed: [64](#i3ed6a039cea74fa0b3adf1fb8053d0e3_160)] [added: [60](#i3e760ad3c5f94c5892b7ddc949ade806_163)] | | |
| ITEM 10. | | | [removed: DIRECTORS,] [added: [DIRECTORS,] EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE] [added: GOVERNANCE](#i3e760ad3c5f94c5892b7ddc949ade806_169)] | | | [removed: [65](#i3ed6a039cea74fa0b3adf1fb8053d0e3_166)] [added: [61](#i3e760ad3c5f94c5892b7ddc949ade806_169)] | | |
| ITEM 11. | | | [removed: EXECUTIVE COMPENSATION] [added: [EXECUTIVE COMPENSATION](#i3e760ad3c5f94c5892b7ddc949ade806_172)] | | | [removed: [65](#i3ed6a039cea74fa0b3adf1fb8053d0e3_169)] [added: [61](#i3e760ad3c5f94c5892b7ddc949ade806_172)] | | |
| ITEM 12. | | | [removed: SECURITY] [added: [SECURITY] OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS] [added: MATTERS](#i3e760ad3c5f94c5892b7ddc949ade806_175)] | | | [removed: [65](#i3ed6a039cea74fa0b3adf1fb8053d0e3_172)] [added: [61](#i3e760ad3c5f94c5892b7ddc949ade806_175)] | | |
| ITEM 13. | | | [removed: CERTAIN] [added: [CERTAIN] RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE] [added: INDEPENDENCE](#i3e760ad3c5f94c5892b7ddc949ade806_178)] | | | [removed: [65](#i3ed6a039cea74fa0b3adf1fb8053d0e3_175)] [added: [61](#i3e760ad3c5f94c5892b7ddc949ade806_178)] | | |
| ITEM 14. | | | [removed: PRINCIPAL] [added: [PRINCIPAL] ACCOUNTANT FEES AND [removed: SERVICES] [added: SERVICES](#i3e760ad3c5f94c5892b7ddc949ade806_181)] | | | [removed: [65](#i3ed6a039cea74fa0b3adf1fb8053d0e3_178)] [added: [61](#i3e760ad3c5f94c5892b7ddc949ade806_181)] | | |
| ITEM 15 | | | [removed: EXHIBITS] [added: [EXHIBITS] AND FINANCIAL STATEMENT [removed: SCHEDULES] [added: SCHEDULES](#i3e760ad3c5f94c5892b7ddc949ade806_187)] | | | [removed: [66](#i3ed6a039cea74fa0b3adf1fb8053d0e3_184)] [added: [62](#i3e760ad3c5f94c5892b7ddc949ade806_187)] | | |
| ITEM 16 | | | [removed: FORM] [added: [FORM] 10-K [removed: SUMMARY] [added: SUMMARY](#i3e760ad3c5f94c5892b7ddc949ade806_190)] | | | [removed: [68](#i3ed6a039cea74fa0b3adf1fb8053d0e3_187)] [added: [64](#i3e760ad3c5f94c5892b7ddc949ade806_190)] | | |
| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i3e760ad3c5f94c5892b7ddc949ade806_1694) | | | [60](#i3e760ad3c5f94c5892b7ddc949ade806_1694) | | |
| | | | | | | | | |
Item 2. PROPERTIES
2 rewritten, 0 added, 0 removed, 8 unchanged
We also own buildings in Allen, Texas; Albuquerque, New Mexico; Birmingham, Alabama; Lenexa, Kansas; Angola, Indiana; Shawnee Mission, Kansas; Oklahoma City, Oklahoma; Springfield, [removed: Missouri] [added: Missouri,] and San Diego, California.
We have [removed: 38] [added: 25] leased office facilities in 24 states, which total approximately [removed: 730,000] [added: 550,000] square feet.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
16 rewritten, 14 added, 10 removed, 11 unchanged
The Company's common stock is quoted on the Nasdaq Global Select Market (“Nasdaq”) under the symbol [removed: “JKHY”.][added: “JKHY."]
The Company established a practice of paying quarterly dividends [removed: at the end of] [added: in] fiscal [removed: 1990] [added: 1991] and has paid dividends with respect to every quarter since that time.
On [removed: July 20, 2021,] [added: August 15, 2022,] there were approximately [removed: 232,300] [added: 271,813] holders of the Company’s common stock, including individual participants in security position listings.
The following shares of the Company were repurchased during the quarter ended June 30, [removed: 2021:][added: 2022:]
| | | | Total Number of Shares Purchased (1) | | | | | | Average Price of Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans [removed: (1)] | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans [removed: (2)] [added: (1)] | | |
[removed: (2)] [added: (1)] Total stock repurchase authorizations approved by the Company's Board of Directors as of May 17, 2021 were for 35.0 million shares, which includes an authorization on that date of an additional 5.0 million shares.
[removed: These] [added: The] authorizations have no specific dollar or share price targets and no expiration dates.
The following chart presents a comparison for the five-year period ended June 30, [removed: 2021,] [added: 2022,] of the market performance of the Company’s common stock with the Standard & Poor's 500 ("S&P 500") [removed: Index] [added: Index, the Standard & Poor's Composite 1500 Software & Services ("S&P 1500 Software & Services") Index,] and [removed: an index] [added: a Peer Group] of [removed: peer] companies selected by the Company.
Among Jack Henry & Associates, Inc., the S&P 500 Index, [added: the S&P 1500 Software & Services Index,] and a Peer Group
[removed: ][added: ]
| | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]
This comparison assumes $100 was invested on June 30, [removed: 2016] [added: 2017] and assumes reinvestments of dividends.
[removed: Total] [added: For Peer Group members, total] returns are calculated according to market capitalization [removed: of peer group members] at the beginning of each period.
Peer [added: Group] companies selected are in the business of providing specialized computer software, hardware and related services to financial institutions and other businesses.
[removed: Companies in the 2021 fiscal peer group are ACI] Worldwide Inc.; Black Knight, Inc.; [removed: Bottomline Technologies (de) Inc.;] [added: Block Inc. (formerly Square Inc.);] Broadridge Financial Solutions Inc.; Euronet Worldwide Inc.; ExlService Holdings Inc.; Fair Isaac Corp.; Fidelity National Information Services Inc.; Fiserv Inc.; Fleetcor Technologies Inc.; Global Payments Inc.; [removed: Square Inc.;] SS&C Technologies Holdings Inc.; Tyler Technologies Inc.; Verint Systems Inc.; and WEX Inc. [removed: Cardtronics, plc and CoreLogic, Inc. were] [added: Bottomline Technologies (de) Inc., was] originally part of the fiscal [removed: 2021] [added: 2022] peer group, but [removed: both were] [added: was] acquired in fiscal [removed: 2021.][added: 2022 and was thus removed from the 2022 peer group and stock performance graph.]
The stock performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange [removed: Act,] [added: Act] or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| April 1- April 30, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | 3,947,713 | | |
| May 1- May 31, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | 3,947,713 | | |
| June 1- June 30, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | 3,947,713 | | |
| Total | | | — | | | | | | $ | — | | | | | — | | | | | | 3,947,713 | | |
Under these authorizations, the Company has repurchased and not re-issued 31,042,903 shares and has repurchased and re-issued 9,384 shares.
For comparisons in years following this five-year period ended June 30, 2022, JKHY will no longer present a comparison to the Peer Group of companies selected by the Company.
Management has determined that the S&P 1500 Software & Services index provides a more stable base of comparison to the Company's results than the peer group used historically and is less susceptible to outlier performances of individual companies.
Further, a large majority of the companies in the current peer group are also included in the S&P 1500 Software & Services index.
Comparisons to the S&P 500 and S&P 1500 Software & Services published indices only will be presented for the five-year period ended June 30, 2023 and ongoing periods.
| JKHY | | | 100.00 | | | 127.02 | | | 131.92 | | | 183.21 | | | 164.64 | | | 183.26 | | |
| S&P 500 | | | 100.00 | | | 114.37 | | | 126.29 | | | 135.77 | | | 191.15 | | | 170.86 | | |
| S&P Composite 1500 Software & Services | | | 100.00 | | | 130.96 | | | 157.16 | | | 201.04 | | | 268.31 | | | 224.21 | | |
| Peer Group | | | 100.00 | | | 138.79 | | | 171.60 | | | 187.88 | | | 242.66 | | | 152.09 | | |
Companies in the fiscal 2022 Peer Group are ACI
| April 1- April 30, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | 497,713 | | |
| May 1- May 31, 2021 | | | 300,000 | | | | | | $ | 157.17 | | | | | 300,000 | | | | | | 5,197,713 | | |
| June 1- June 30, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | 5,197,713 | | |
| Total | | | 300,000 | | | | | | $ | 157.17 | | | | | 300,000 | | | | | | 5,197,713 | | |
(1)300,000 shares were purchased through a publicly announced repurchase plan.
There were no shares surrendered to the Company to satisfy tax withholding obligations in connection with employee restricted stock awards.
| JKHY | | | 100.00 | | | 120.54 | | | 153.10 | | | 159.01 | | | 220.83 | | | 198.45 | | |
| Peer Group | | | 100.00 | | | 117.44 | | | 159.43 | | | 196.84 | | | 213.37 | | | 270.60 | | |
| S&P 500 | | | 100.00 | | | 117.90 | | | 134.84 | | | 148.89 | | | 160.06 | | | 225.36 | | |
As a result, both companies were removed from the 2021 peer group and stock performance graph.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
345 rewritten, 95 added, 97 removed, 601 unchanged
| | | | [removed: Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#i3e760ad3c5f94c5892b7ddc949ade806_70)] | | | [removed: [35](#i3ed6a039cea74fa0b3adf1fb8053d0e3_73)] [added: [34](#i3e760ad3c5f94c5892b7ddc949ade806_70)] | | |
| | | | [removed: Management's] [added: [Management's] Annual Report on Internal Control over Financial [removed: Reporting] [added: Reporting](#i3e760ad3c5f94c5892b7ddc949ade806_73)] | | | [removed: [37](#i3ed6a039cea74fa0b3adf1fb8053d0e3_76)] [added: [36](#i3e760ad3c5f94c5892b7ddc949ade806_73)] | | |
| | | | [removed: Consolidated] [added: [Consolidated] Statements of [removed: Income,] [added: Income,](#i3e760ad3c5f94c5892b7ddc949ade806_76)] | | | | | |
| | | | Years Ended June 30, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [38](#i3ed6a039cea74fa0b3adf1fb8053d0e3_79)] [added: [37](#i3e760ad3c5f94c5892b7ddc949ade806_76)] | | |
| | | | [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets,] [added: Sheets,](#i3e760ad3c5f94c5892b7ddc949ade806_79)] | | | | | |
| | | | [added: Years Ended] June 30, [removed: 2021] [added: 2022, 2021,] and 2020 | | | [removed: [39](#i3ed6a039cea74fa0b3adf1fb8053d0e3_82)] [added: [39](#i3e760ad3c5f94c5892b7ddc949ade806_82)] | | |
| | | | [removed: Consolidated] [added: [Consolidated] Statements of Changes in Stockholders' [removed: Equity,] [added: Equity,](#i3e760ad3c5f94c5892b7ddc949ade806_82)] | | | | | |
| | | | Years Ended June 30, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [40](#i3ed6a039cea74fa0b3adf1fb8053d0e3_85)] [added: [40](#i3e760ad3c5f94c5892b7ddc949ade806_85)] | | |
| | | | [removed: Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows,] [added: Flows,](#i3e760ad3c5f94c5892b7ddc949ade806_85)] | | | | | |
[removed: | | | | Years Ended] [added: During the fiscal years ended] June 30, [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019 | | | [41](#i3ed6a039cea74fa0b3adf1fb8053d0e3_88) | | |][added: 2020, employees]
| | | | [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#i3e760ad3c5f94c5892b7ddc949ade806_88)] | | | [removed: [42](#i3ed6a039cea74fa0b3adf1fb8053d0e3_91)] [added: [41](#i3e760ad3c5f94c5892b7ddc949ade806_88)] | | |
There are no schedules included because they are not [removed: applicable] [added: applicable,] or the required information is shown in the consolidated financial statements or notes thereto.
We have audited the accompanying consolidated balance sheets of Jack Henry & [removed: Associates, Inc.] [added: Associates] and its subsidiaries (the “Company”) as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.
As discussed in Notes 1 and 2 to the consolidated financial statements, the Company recorded revenue of [removed: $1.758] [added: $1.943] billion for the year ended June 30, [removed: 2021.][added: 2022.]
Management estimates variable consideration in its [removed: contract] [added: contracts] 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 [removed: degree of uncertainty as to the final consideration amount.]
As of June 30, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022,] was effective.
The Company’s internal control over financial reporting as of June 30, [removed: 2021] [added: 2022,] has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing in this Item 8.
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| REVENUE | | | $ | [removed: 1,758,225] [added: 1,942,884] | | | | | $ | [removed: 1,697,067] [added: 1,758,225] | | | | | $ | [removed: 1,552,691] [added: 1,697,067] | |
| Cost of Revenue | | | [removed: 1,063,399] [added: 1,128,614] | | | | | | [removed: 1,008,464] [added: 1,063,399] | | | | | | [removed: 923,030] [added: 1,008,464] | | |
| Research and Development | | | [removed: 109,047] [added: 121,355] | | | | | | [removed: 109,988] [added: 109,047] | | | | | | [removed: 96,378] [added: 109,988] | | |
| Selling, General, and Administrative | | | [removed: 187,060] [added: 218,296] | | | | | | [removed: 197,988] [added: 187,060] | | | | | | [removed: 185,998] [added: 197,988] | | |
| Total Expenses | | | [removed: 1,359,506] [added: 1,468,265] | | | | | | [removed: 1,316,440] [added: 1,359,506] | | | | | | [removed: 1,205,406] [added: 1,316,440] | | |
| OPERATING INCOME | | | [removed: 398,719] [added: 474,619] | | | | | | [removed: 380,627] [added: 398,719] | | | | | | [removed: 347,285] [added: 380,627] | | |
| Interest Income | | | [removed: 150] [added: 32] | | | | | | [removed: 1,137] [added: 150] | | | | | | [removed: 876] [added: 1,137] | | |
| Interest Expense | | | [removed: (1,144)] [added: (2,384)] | | | | | | [removed: (688)] [added: (1,144)] | | | | | | [removed: (926)] [added: (688)] | | |
| Total Interest Income (Expense) | | | [removed: (994)] [added: (2,352)] | | | | | | [removed: 449] [added: (994)] | | | | | | [removed: (50)] [added: 449] | | |
| INCOME BEFORE INCOME TAXES | | | [removed: 397,725] [added: 472,267] | | | | | | [removed: 381,076] [added: 397,725] | | | | | | [removed: 347,235] [added: 381,076] | | |
| [removed: PROVISION/ (BENEFIT)] [added: PROVISION] FOR INCOME TAXES | | | [removed: 86,256] [added: 109,351] | | | | | | [removed: 84,408] [added: 86,256] | | | | | | [removed: 75,350] [added: 84,408] | | |
| NET INCOME | | | $ | [removed: 311,469] [added: 362,916] | | | | | $ | [removed: 296,668] [added: 311,469] | | | | | $ | [removed: 271,885] [added: 296,668] | |
| Basic earnings per share | | | $ | [removed: 4.12] [added: 4.95] | | | | | $ | [removed: 3.86] [added: 4.12] | | | | | $ | [removed: 3.52] [added: 3.86] | |
| Basic weighted average shares outstanding | | | [removed: 75,546] [added: 73,324] | | | | | | [removed: 76,787] [added: 75,546] | | | | | | [removed: 77,160] [added: 76,787] | | |
| Diluted earnings per share | | | $ | [removed: 4.12] [added: 4.94] | | | | | $ | [removed: 3.86] [added: 4.12] | | | | | $ | [removed: 3.52] [added: 3.86] | |
| Diluted weighted average shares outstanding | | | [removed: 75,658] [added: 73,486] | | | | | | [removed: 76,934] [added: 75,658] | | | | | | [removed: 77,347] [added: 76,934] | | |
| | | | [removed: June] [added: June] 30, [removed: 2021] [added: 2021] | | | | | | [removed: June 30, 2020] | | | [added: | | | | | |]
| | | | June 30, 2022 and 2021 | | | [38](#i3e760ad3c5f94c5892b7ddc949ade806_79) | | |
August 25, 2022
| Assets held for sale | | | 20,201 | | | | | | — | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
degree of uncertainty as to the final consideration amount.
| | | | 2022 | | | | | | 2021 | | |
In October of 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.
The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.
The Company plans to adopt the ASU effective July 1, 2023, and will apply it prospectively to business combinations occurring on or after that date.
The Company’s arrangements for these services
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
| | | | June 30, 2022 | | | | | | June 30, 2021 | | |
| June 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
to extend or terminate the lease when it is reasonably certain that the option will be exercised.
At June 30, 2022, total operating lease liabilities of $51,452 were comprised of current operating lease liabilities of $10,681 and noncurrent operating lease liabilities of $40,771, and all of the financing lease liabilities of $67 were current financing lease liabilities.
| 2023 | | | | | | $ | 11,917 | |
| 2024 | | | | | | 10,246 | | |
| 2025 | | | | | | 7,490 | | |
| 2026 | | | | | | 6,572 | | |
| 2027 | | | | | | 5,777 | | |
| Thereafter | | | | | | 13,899 | | |
| | | | 666,588 | | | | | | 687,650 | | | | | | | | | | | |
During the quarter ended March 31, 2022, the Company received an offer to purchase one of its facilities and management has committed to sell the facility.
At June 30, 2022, this facility's assets were classified as assets held for sale by the Company in the amount of $20,201, and were not included in property and equipment, net.
Total assets held for sale by the Company at June 30, 2021, were $0.
| | | | June 30, 2022 | | | | | | | | | | | | | | |
| Customer relationships | | | $ | 316,401 | | | | | $ | (246,898) | | | | | $ | 69,503 | |
| Computer software | | | $ | 1,111,308 | | | | | $ | (700,351) | | | | | $ | 410,957 | |
| Other intangible assets: | | | $ | 108,688 | | | | | $ | (83,551) | | | | | $ | 25,137 | |
Computer software includes cost of software to be sold, leased, or marketed of $173,402 and costs of internal-use software of $237,555 at June 30, 2022.
| 2023 | | | $ | 100,314 | | | | | $ | 9,745 | | | | | $ | 8,137 | | | | | $ | 118,196 | |
| 2024 | | | 83,312 | | | | | | 8,363 | | | | | | 5,519 | | | | | | 97,194 | | |
| 2025 | | | 64,739 | | | | | | 7,910 | | | | | | 3,118 | | | | | | 75,767 | | |
| 2026 | | | 42,986 | | | | | | 7,544 | | | | | | 1,458 | | | | | | 51,988 | | |
| 2027 | | | 19,521 | | | | | | 7,451 | | | | | | 1,379 | | | | | | 28,351 | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
| | | | 2022 | | | | | | 2021 | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
| | | | | | |
| | | | | | |
August 25, 2021
| | | | | | | | | | | | |
| Customer contracts acquired | | | — | | | | | | — | | | | | | (20) | | |
The extent to which the COVID-19 pandemic will directly or indirectly impact our business and financial results, including revenue, expenses, cost of revenues, research and development, and selling, general and administrative expenses, will depend on future developments that are highly uncertain, such as new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19 (including the efficacy and distribution of vaccines), as well as the economic impact on local, regional, national and international customers and markets.
they are dilutive.
In January 2017, the FASB issued Accounting Standard Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 of the goodwill impairment test that had required a hypothetical purchase price allocation.
Rather, entities should apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit.
Entities will continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.
The Company adopted ASU No. 2017-04 on July 1, 2020 and the adoption did not have a material impact on its consolidated financial statements.
In June 2016, the FASB issued CECL, which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses.
Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument.
For most instruments, entities must apply the standard using a cumulative-effect adjustment to beginning retained earnings as of the beginning of the fiscal year of adoption.
The Company adopted CECL effective July 1, 2020 using the required modified retrospective approach, which resulted in a cumulative-effect decrease to beginning retained earnings of $493.
Financial assets and liabilities held by the Company subject to the “expected credit loss” model prescribed by CECL include trade and other receivables as well as contract assets (see Note 1).
| June 30, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Company elected the package of practical expedients permitted under the
transition guidance within ASU 2016-02 to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs.
At June 30, 2020, total operating lease liabilities of $68,309 were comprised of current operating lease liabilities of $11,712 and noncurrent operating lease liabilities of $56,597, and total financing lease liabilities of $323 were comprised of current financing lease liabilities of $115 and noncurrent financing lease liabilities of $208.
| 2022 | | | | | | 12,942 | | |
| 2023 | | | | | | 11,862 | | |
| 2024 | | | | | | 9,686 | | |
| 2025 | | | | | | 6,899 | | |
| 2026 | | | | | | 5,979 | | |
| Thereafter | | | | | | 19,185 | | |
Rent expense for all operating leases was $15,196 during the year ended June 30, 2019.
| | | | 687,650 | | | | | | 677,820 | | | | | | | | | | | |
In fiscal 2020, we recorded a gain on disposal of assets of $4,352 included in selling, general, and administrative on the Company's consolidated statement of income and as (gain)/loss on disposal of assets and businesses on the Company's consolidated statement of cash flows.
The gain on disposal of assets was related to the sale of the Company's Houston, TX facility.
| | | | June 30, 2020 | | | | | | | | | | | | | | |
| Customer relationships | | | $ | 316,034 | | | | | $ | (220,926) | | | | | $ | 95,108 | |
| Computer software | | | $ | 860,540 | | | | | $ | (520,074) | | | | | $ | 340,466 | |
| Other intangible assets: | | | $ | 101,772 | | | | | $ | (71,855) | | | | | $ | 29,917 | |
At June 30, 2020, costs of software to be sold, leased, or marketed totaled $142,493, and costs of internal-use software totaled $197,973.
| 2022 | | | $ | 86,113 | | | | | $ | 12,339 | | | | | $ | 8,202 | | | | | $ | 106,654 | |
| 2023 | | | 71,578 | | | | | | 9,745 | | | | | | 5,171 | | | | | | 86,494 | | |
| 2024 | | | 55,831 | | | | | | 8,363 | | | | | | 2,488 | | | | | | 66,682 | | |
| 2025 | | | 38,341 | | | | | | 7,910 | | | | | | 1,390 | | | | | | 47,641 | | |
| 2026 | | | 16,443 | | | | | | 7,544 | | | | | | 1,367 | | | | | | 25,354 | | |
| Tax effects of share-based payments | | | (0.4) | | % | | | | (0.1) | | % | | | | (1.4) | | % |
Based on state tax rules which
An excerpt. Shown here: 40 of 345 rewritten, 40 of 95 added and 40 of 97 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
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Based upon that evaluation (required in Exchange Act Rules 13a-15(b) and 15d-15(b)), the CEO and CFO concluded that our disclosure controls and procedures are effective to [removed: ensure] [added: provide reasonable assurance] that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
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: 2021;] [added: 2022;] their report is included in Item 8 of this Form 10-K.
During the quarter ended June 30, [removed: 2021,] [added: 2022,] there were no changes in the Company’s internal control over financial reporting which were identified in connection with management’s evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 2 removed, 1 unchanged
PART III
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, 2021 fiscal year end in the definitive proxy statement for our 2021 Annual Meeting of Stockholders (the “Proxy Statement”).
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
0 rewritten, 3 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III
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, 2022, fiscal year end in the definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”).
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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See the information under the captions “Election of Directors”, “Corporate [removed: Governance”,] [added: Governance,"] “Delinquent Section 16(a) Reports" (if applicable), and “Executive Officers” in the Proxy Statement, which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
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See the information under captions “Corporate [removed: Governance”,] [added: Governance,"] “Compensation Committee [removed: Report”,] [added: Report,"] “Compensation Discussion and [removed: Analysis”,] [added: Analysis,"] "Compensation and [removed: Risk",] [added: Risk,"] and “Executive Compensation” in the Proxy Statement, which is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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See the information under the captions ”Audit Committee Report” and “Ratification of [removed: the] Selection of the Company's Independent Registered Public Accounting [removed: Firm”] [added: Firm," PricewaterhouseCoopers LLC (PCAOB ID No. 238),] in the Proxy Statement, which is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
18 rewritten, 1 added, 1 removed, 32 unchanged
\- Consolidated Statements of Income for the fiscal years ended June 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019][added: 2020]
\- Consolidated Balance Sheets as of June 30, [removed: 2021] [added: 2022,] and [removed: 2020][added: 2021]
\- Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019][added: 2020]
\- Consolidated Statements of Cash Flows for the fiscal years ended June 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019][added: 2020]
3.1.8 [Restated Certificate of Incorporation attached as Exhibit [removed: 3.1.](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm)[8](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm) [to] [added: 3.1.8 to] the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm) [Report] [added: Company’s Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm)[Q] [added: 10-Q] filed February 9, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm)[.](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm)][added: 2021.](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000009/jkhy-20201231xex318restate.htm)]
[removed: 3.2.7] [added: 3.2.8] [Restated and Amended Bylaws attached as Exhibit [removed: 3.2.7 to] [added: 3.2.](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000075/jkhy-amendedandrestatedbyl.htm)[8](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000075/jkhy-amendedandrestatedbyl.htm) [to] the Company’s Current Report on Form 8-K [removed: filed September 27, 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000076/jkhy-20170927xexhibit327xr.htm)][added: filed](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000075/jkhy-amendedandrestatedbyl.htm) [August 26, 2021](https://www.sec.gov/Archives/edgar/data/0000779152/000077915221000075/jkhy-amendedandrestatedbyl.htm).]
4.1 [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex41.htm)][added: Securities](https://www.sec.gov/Archives/edgar/data/779152/000077915222000076/jkhy-20220630xex41.htm)]
[removed: 10.48*] [added: 10.71*] [Form of [removed: Termination Benefits Agreements (executives)] [added: Indemnification Agreement] attached as Exhibit [removed: 10.48] [added: 10.71] to the [removed: Company’s Quarterly] [added: Company's Current] Report on Form [removed: 10-Q] [added: 8-K] filed February [removed: 6, 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000006/jkhy-20131231xex1048.htm)][added: 17, 2022.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000020/jkhy-1071formofindemnifica.htm)]
10.68* [Form [removed: of Restricted Stock](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [Unit](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [Agreemen](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm)[t.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm)][added: of](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [Restricted Stock Unit](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [Agreement attached as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm)[68](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [to the Company's](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [Annual](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [Report on Form](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [10](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm)[\-K filed](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm) [August 25, 2021](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm)[.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1068.htm)]
10.69* [Form [removed: of Performance Shares Agreement](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1069.htm)[.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1069.htm)][added: of](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1069.htm) [Performance Shares](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1069.htm) [Agreement attached as Exhibit 10.6](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1069.htm)[9](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1069.htm) [to the Company's Annual Report on Form 10-K filed August 25, 2021.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1069.htm)]
10.70* [Form of Restricted [removed: Stock](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm) [Unit](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm) [Agreemen](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm)[t.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm)][added: Stock Unit Agreement attached as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm)[70](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm) [to the Company's Annual Report on Form 10-K filed August 25, 2021.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex1070.htm)]
21.1 [List of the Company’s [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex211.htm)][added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000076/jkhy-20220630xex211.htm)]
23.1 [Consent of Independent Registered Public Accounting Firm- PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex231.htm)][added: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000076/jkhy-20220630xex231.htm)]
31.1 [Certification of the Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex311.htm)][added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000076/jkhy-20220630xex311.htm)]
31.2 [Certification of the Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915221000073/jkhy-20210630xex312.htm)][added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000076/jkhy-20220630xex312.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/779152/000077915221000073/jkhy-20210630xex321.htm)][added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000076/jkhy-20220630xex321.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/779152/000077915221000073/jkhy-20210630xex322.htm)][added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000076/jkhy-20220630xex322.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: 2021] [added: 2022,] and June 30, [removed: 2020,] [added: 2021,] (ii) the Consolidated Statements of Income for the years ended June 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019,] [added: 2020,] (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019,] [added: 2020,] (iv) the Consolidated Statements of Cash Flows for the years ended June 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019,] [added: 2020,] and (v) Notes to Consolidated Financial Statements.
10.72* [Jack Henry & Associates, Inc. Executive Severance Plan attached as Exhibit 10.72 to the Company's Current Report on Form 8-K filed July 29, 2022](https://www.sec.gov/Archives/edgar/data/779152/000077915222000051/jkhy-executiveseverancepla.htm)[.](https://www.sec.gov/Archives/edgar/data/779152/000077915222000051/jkhy-executiveseverancepla.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, 1996.](http://www.sec.gov/Archives/edgar/data/779152/0000779152-96-000009.txt)
Item 16. FORM 10-K SUMMARY
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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 25th day of August, [removed: 2021.][added: 2022.]
| /s/ David B. Foss David B. Foss | | | [removed: President,] Chief Executive [removed: Officer,] [added: Officer] and Board Chair (Principal Executive Officer) | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Kevin D. Williams Kevin D. Williams | | | Chief Financial Officer and Treasurer (Principal Financial [removed: and Accounting] Officer) | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Matthew [added: C.] Flanigan Matthew [added: C.] Flanigan | | | [added: Vice Chair and Lead] Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ [removed: Tom] [added: Thomas] H. Wilson, Jr [removed: Tom] [added: Thomas] H. Wilson, Jr | | | Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | | | Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Thomas A. Wimsett Thomas A. Wimsett | | | Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Laura G. Kelly Laura G. Kelly | | | Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Shruti [added: S.] Miyashiro Shruti S. Miyashiro | | | Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Wesley A. Brown Wesley A. Brown | | | Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Curtis A. Campbell Curtis A. Campbell | | | Director | | | August 25, [removed: 2021] [added: 2022] | | |
| /s/ Renee A. Swearingen Renee A. Swearingen | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | August 25, 2022 | | |
| | | | | | | | | |