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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2023
| OR | |||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from ______________ to ________________ |
Commission file number 0-14112
JACK HENRY & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 43-1128385 | |||||||
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
663 Highway 60, P.O. Box 807, Monett, MO 65708
(Address of Principal Executive Offices)
(Zip Code)
417-235-6652
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock ($0.01 par value) | JKHY | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” ”accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ☐ No ☒
As of January 26, 2024, the Registrant had 72,867,678 shares of Common Stock outstanding ($0.01 par value).
TABLE OF CONTENTS
| Page Reference | ||||||||
| PART I | FINANCIAL INFORMATION | |||||||
| ITEM 1. | Condensed Consolidated Balance Sheets as of December 31, 2023, and June 30, 2023 (Unaudited) | 4 | ||||||
| Condensed Consolidated Statements of Income for the Three and Six Months Ended December 31, 2023 and 2022 (Unaudited) | 5 | |||||||
| Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended December 31, 2023 and 2022 (Unaudited) | 6 | |||||||
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2022 (Unaudited) | 7 | |||||||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 | |||||||
| ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||||
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 29 | ||||||
| ITEM 4. | Controls and Procedures | 30 | ||||||
| PART II | OTHER INFORMATION | 30 | ||||||
| ITEM 1. | Legal Proceedings | 30 | ||||||
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30 | ||||||
| ITEM 5. | Other Information | 30 | ||||||
| ITEM 6. | Exhibits | 31 | ||||||
| Signatures | 32 | |||||||
In this report, all references to “Jack Henry,” the “Company,” “we,” “us,” and “our,” refer to Jack Henry & Associates, Inc., and its wholly owned subsidiaries.
FORWARD LOOKING STATEMENTS
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may appear throughout this report, including without limitation, in Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “seek,” “anticipate,” “estimate,” “future,” “intend,” “plan,” “strategy,” “predict,” “likely,” “should,” “will,” “would,” “could,” “can,” “may,” and similar expressions. Forward-looking statements are based only on management’s current beliefs, expectations and assumptions regarding the future of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, those discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, in particular, those included in Item 1A, “Risk Factors” of such report, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Any forward-looking statement made in this report speaks only as of the date of this report, and the Company expressly disclaims any obligation to publicly update or revise any forward-looking statement, whether because of new information, future events or otherwise.
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) | |||||||||||
| (In Thousands, Except Share and Per Share Data) | |||||||||||
| December 31, 2023 | June 30, 2023 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | 26,709 | $ | 12,243 | |||||||
| Receivables, net | 270,551 | 361,252 | |||||||||
| Income tax receivable | — | 7,523 | |||||||||
| Prepaid expenses and other | 179,304 | 169,178 | |||||||||
| Deferred costs | 77,703 | 77,766 | |||||||||
| Total current assets | 554,267 | 627,962 | |||||||||
| PROPERTY AND EQUIPMENT, net | 204,846 | 205,664 | |||||||||
| OTHER ASSETS: | |||||||||||
| Non-current deferred costs | 174,821 | 161,465 | |||||||||
| Computer software, net of amortization | 581,756 | 565,714 | |||||||||
| Other non-current assets | 353,248 | 322,698 | |||||||||
| Customer relationships, net of amortization | 61,142 | 65,528 | |||||||||
| Other intangible assets, net of amortization | 19,099 | 19,998 | |||||||||
| Goodwill | 804,797 | 804,797 | |||||||||
| Total other assets | 1,994,863 | 1,940,200 | |||||||||
| Total assets | $ | 2,753,976 | $ | 2,773,826 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | 18,729 | $ | 19,156 | |||||||
| Accrued expenses | 174,084 | 172,629 | |||||||||
| Accrued income taxes | 14,417 | — | |||||||||
| Deferred revenues | 196,794 | 331,974 | |||||||||
| Total current liabilities | 404,024 | 523,759 | |||||||||
| LONG-TERM LIABILITIES: | |||||||||||
| Non-current deferred revenues | 72,406 | 67,755 | |||||||||
| Deferred income tax liability | 227,899 | 244,431 | |||||||||
| Debt, net of current maturities | 255,000 | 275,000 | |||||||||
| Other long-term liabilities | 70,260 | 54,371 | |||||||||
| Total long-term liabilities | 625,565 | 641,557 | |||||||||
| Total liabilities | 1,029,589 | 1,165,316 | |||||||||
| STOCKHOLDERS' EQUITY | |||||||||||
| Preferred stock - $1 par value; 500,000 shares authorized, none issued | — | — | |||||||||
| Common stock - $0.01 par value; 250,000,000 shares authorized; 104,181,060 shares issued at December 31, 2023; 104,088,784 shares issued at June 30, 2023 | 1,042 | 1,041 | |||||||||
| Additional paid-in capital | 601,790 | 583,836 | |||||||||
| Retained earnings | 2,973,673 | 2,855,751 | |||||||||
| Less treasury stock at cost 31,323,119 shares at December 31, 2023; 31,194,351 shares at June 30, 2023 | (1,852,118) | (1,832,118) | |||||||||
| Total stockholders' equity | 1,724,387 | 1,608,510 | |||||||||
| Total liabilities and equity | $ | 2,753,976 | $ | 2,773,826 |
See notes to condensed consolidated financial statements.
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) | |||||||||||||||||||||||
| (In Thousands, Except Per Share Data) | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| REVENUE | $ | 545,701 | $ | 505,314 | $ | 1,117,069 | $ | 1,034,516 | |||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Cost of Revenue | 320,979 | 304,589 | 643,981 | 602,849 | |||||||||||||||||||
| Research and Development | 35,478 | 36,561 | 72,370 | 69,554 | |||||||||||||||||||
| Selling, General, and Administrative | 70,277 | 56,788 | 149,051 | 114,013 | |||||||||||||||||||
| Total Expenses | 426,734 | 397,938 | 865,402 | 786,416 | |||||||||||||||||||
| OPERATING INCOME | 118,967 | 107,376 | 251,667 | 248,100 | |||||||||||||||||||
| INTEREST INCOME (EXPENSE) | |||||||||||||||||||||||
| Interest Income | 5,121 | 1,240 | 9,866 | 1,392 | |||||||||||||||||||
| Interest Expense | (3,865) | (3,406) | (8,062) | (4,982) | |||||||||||||||||||
| Total Interest Income (Expense) | 1,256 | (2,166) | 1,804 | (3,590) | |||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 120,223 | 105,210 | 253,471 | 244,510 | |||||||||||||||||||
| PROVISION FOR INCOME TAXES | 28,258 | 24,435 | 59,827 | 57,186 | |||||||||||||||||||
| NET INCOME | $ | 91,965 | $ | 80,775 | $ | 193,644 | $ | 187,324 | |||||||||||||||
| Basic earnings per share | $ | 1.26 | $ | 1.11 | $ | 2.66 | $ | 2.57 | |||||||||||||||
| Basic weighted average shares outstanding | 72,838 | 72,962 | 72,854 | 72,929 | |||||||||||||||||||
| Diluted earnings per share | $ | 1.26 | $ | 1.10 | $ | 2.65 | $ | 2.56 | |||||||||||||||
| Diluted weighted average shares outstanding | 72,984 | 73,144 | 72,999 | 73,141 |
See notes to condensed consolidated financial statements.
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) | |||||||||||||||||||||||
| (In Thousands, Except Share and Per Share Data) | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| PREFERRED SHARES: | — | — | — | — | |||||||||||||||||||
| COMMON SHARES: | |||||||||||||||||||||||
| Shares, beginning of period | 104,144,549 | 103,953,128 | 104,088,784 | 103,921,724 | |||||||||||||||||||
| Shares issued for equity-based payment arrangements | 16,603 | 57,943 | 47,660 | 70,084 | |||||||||||||||||||
| Shares issued for Employee Stock Purchase Plan | 19,908 | 15,937 | 44,616 | 35,200 | |||||||||||||||||||
| Shares, end of period | 104,181,060 | 104,027,008 | 104,181,060 | 104,027,008 | |||||||||||||||||||
| COMMON STOCK - PAR VALUE $0.01 PER SHARE: | |||||||||||||||||||||||
| Balance, beginning of period | $ | 1,041 | $ | 1,040 | $ | 1,041 | $ | 1,039 | |||||||||||||||
| Shares issued for equity-based payment arrangements | 1 | — | 1 | — | |||||||||||||||||||
| Shares issued for Employee Stock Purchase Plan | — | — | — | 1 | |||||||||||||||||||
| Balance, end of period | $ | 1,042 | $ | 1,040 | $ | 1,042 | $ | 1,040 | |||||||||||||||
| ADDITIONAL PAID-IN CAPITAL: | |||||||||||||||||||||||
| Balance, beginning of period | $ | 591,458 | $ | 560,034 | $ | 583,836 | $ | 551,360 | |||||||||||||||
| Tax withholding related to share-based compensation | (617) | (5,174) | (3,561) | (6,731) | |||||||||||||||||||
| Shares issued for Employee Stock Purchase Plan | 2,616 | 2,884 | 6,035 | 6,686 | |||||||||||||||||||
| Stock-based compensation expense | 8,333 | 7,112 | 15,480 | 13,541 | |||||||||||||||||||
| Balance, end of period | $ | 601,790 | $ | 564,856 | $ | 601,790 | $ | 564,856 | |||||||||||||||
| RETAINED EARNINGS: | |||||||||||||||||||||||
| Balance, beginning of period | $ | 2,919,567 | $ | 2,707,182 | $ | 2,855,751 | $ | 2,636,342 | |||||||||||||||
| Net income | 91,965 | 80,775 | 193,644 | 187,324 | |||||||||||||||||||
| Dividends | (37,859) | (35,745) | (75,722) | (71,454) | |||||||||||||||||||
| Balance, end of period | $ | 2,973,673 | $ | 2,752,212 | $ | 2,973,673 | $ | 2,752,212 | |||||||||||||||
| TREASURY STOCK: | |||||||||||||||||||||||
| Balance, beginning of period | $ | (1,852,118) | $ | (1,807,118) | $ | (1,832,118) | $ | (1,807,118) | |||||||||||||||
| Purchase of treasury shares | — | — | (20,000) | — | |||||||||||||||||||
| Balance, end of period | $ | (1,852,118) | $ | (1,807,118) | $ | (1,852,118) | $ | (1,807,118) | |||||||||||||||
| TOTAL STOCKHOLDERS' EQUITY | $ | 1,724,387 | $ | 1,510,990 | $ | 1,724,387 | $ | 1,510,990 | |||||||||||||||
| Dividends declared per share | $ | 0.52 | $ | 0.49 | $ | 1.04 | $ | 0.98 |
See notes to condensed consolidated financial statements.
| JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES | |||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | |||||||||||
| (In Thousands) | |||||||||||
| Six Months Ended | |||||||||||
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net Income | $ | 193,644 | $ | 187,324 | |||||||
| Adjustments to reconcile net income from operations to net cash from operating activities: | |||||||||||
| Depreciation | 23,765 | 24,766 | |||||||||
| Amortization | 75,366 | 68,946 | |||||||||
| Change in deferred income taxes | (16,532) | (27,611) | |||||||||
| Expense for stock-based compensation | 15,480 | 14,544 | |||||||||
| (Gain)/loss on disposal of assets | 213 | (7,240) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Change in receivables | 90,702 | 102,672 | |||||||||
| Change in prepaid expenses, deferred costs and other | (52,969) | (39,042) | |||||||||
| Change in accounts payable | 277 | (7,696) | |||||||||
| Change in accrued expenses | 15,463 | (47,544) | |||||||||
| Change in income taxes | 23,792 | 47,025 | |||||||||
| Change in deferred revenues | (130,529) | (125,433) | |||||||||
| Net cash from operating activities | 238,672 | 190,711 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Payment for acquisitions, net of cash acquired | — | (229,628) | |||||||||
| Capital expenditures | (24,458) | (17,376) | |||||||||
| Proceeds from dispositions | 878 | 27,885 | |||||||||
| Purchased software | (2,971) | (1,027) | |||||||||
| Computer software developed | (83,408) | (81,046) | |||||||||
| Purchase of investment | (1,000) | — | |||||||||
| Net cash from investing activities | (110,959) | (301,192) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Borrowings on credit facilities | 220,000 | 365,000 | |||||||||
| Repayments on credit facilities and financing leases | (240,000) | (205,042) | |||||||||
| Purchase of treasury stock | (20,000) | — | |||||||||
| Dividends paid | (75,722) | (71,454) | |||||||||
| Tax withholding payments related to share-based compensation | (3,561) | (6,731) | |||||||||
| Proceeds from sale of common stock | 6,036 | 5,684 | |||||||||
| Net cash from financing activities | (113,247) | 87,457 | |||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | $ | 14,466 | $ | (23,024) | |||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | $ | 12,243 | $ | 48,787 | |||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 26,709 | $ | 25,763 |
See notes to condensed consolidated financial statements.
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(In Thousands, Except Per Share Amounts)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the Company
Jack Henry & Associates, Inc. and subsidiaries (“Jack Henry,” or the “Company”) is a well-rounded financial technology company. Jack Henry 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 approximately 7,500 financial institutions and diverse corporate entities.
Consolidation
The condensed consolidated financial statements include the accounts of Jack Henry and all of its subsidiaries, which are wholly owned, and all intercompany accounts and transactions have been eliminated.
Comprehensive Income
Comprehensive income for the three and six months ended December 31, 2023 and 2022, equals the Company’s net income.
Allowance for Credit Losses
The Company monitors trade and other receivable balances and contract assets and estimates the allowance for lifetime expected credit losses. Estimates of expected credit losses are based on historical collection experience and other factors, including those related to current market conditions and events.
The following table summarizes allowance for credit losses activity for the three and six months ended December 31, 2023:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Allowance for credit losses - beginning balance | $ | 8,204 | $ | 8,030 | $ | 7,955 | $ | 7,616 | |||||||||||||||
| Current provision for expected credit losses | 480 | 480 | 960 | 960 | |||||||||||||||||||
| Write-offs charged against allowance | (552) | (325) | (783) | (390) | |||||||||||||||||||
| Recoveries of amounts previously written off | — | (1) | — | (2) | |||||||||||||||||||
| Allowance for credit losses - ending balance | $ | 8,132 | $ | 8,184 | $ | 8,132 | $ | 8,184 | |||||||||||||||
Property and Equipment
Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Accumulated depreciation at December 31, 2023, totaled $464,879 and at June 30, 2023, totaled $466,711.
Intangible Assets
Intangible assets consist of goodwill, customer relationships, computer software, and trade names acquired in business acquisitions in addition to internally developed computer software. The amounts are amortized, with the exception of those intangible assets with an indefinite life (such as goodwill), over an estimated economic benefit period, generally 3 to 20 years. Accumulated amortization of intangible assets totaled $1,201,636 and $1,149,913 at December 31, 2023, and June 30, 2023, respectively.
Purchase of Investment
At December 31, 2023, and June 30, 2023, the Company had an investment in the preferred stock of Autobooks, Inc. (“Autobooks”) of $18,250, which represented a non-controlling share of the voting equity as of that date. The total investment was recorded at cost and is included within other non-current assets on the Company's balance sheet. There have been no events or changes in circumstances that would indicate an impairment and no price changes resulting from observing a similar or identical investment. An impairment and/or an observable price change would be an adjustment to recorded cost. Fair value will not be estimated unless there are identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment.
Common Stock
The Board of Directors has authorized the Company to repurchase shares of its common stock. Under this authorization, the Company may finance its share repurchases with available cash reserves or borrowings on its existing line of credit. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At December 31, 2023, there were 31,323 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,667 additional shares. The total cost of treasury shares at December 31, 2023, was $1,852,118. During the first six months of fiscal 2024, the Company repurchased 129 shares. At June 30, 2023, there were 31,194 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,796 additional shares. The total cost of treasury shares at June 30, 2023, was $1,832,118 and the Company repurchased no shares during the first six months of fiscal 2023.
Income Taxes
Deferred tax liabilities and assets are recognized for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance would be established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expenses are recognized on the full amount of unrecognized benefits for uncertain tax positions. The Company's policy is to include interest and penalties related to unrecognized tax benefits in income tax expense.
Interim Financial Statements
The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim condensed consolidated financial statements, and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes, which are included in its Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended June 30, 2023.
In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly in all material respects the financial position of the Company as of December 31, 2023, the results of its operations for the three and six months ended December 31, 2023 and 2022, changes in stockholders' equity for the three and six months ended December 31, 2023 and 2022, and its cash flows for the six months ended December 31, 2023 and 2022. The condensed consolidated balance sheet at June 30, 2023, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements.
The results of operations for the three and six months ended December 31, 2023, are not necessarily indicative of the results to be expected for the entire fiscal year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant Accounting Policies
The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended June 30, 2023. For the three and six months ended December 31, 2023, there have been no new or material changes to the significant accounting policies discussed in the Company’s Form 10-K for the fiscal year ended June 30, 2023, that are of significance, or potential significance, to the Company.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Guidance
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 adopted the ASU effective July 1, 2023, and will apply it prospectively to business combinations occurring after that date.
Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves the disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires additional disclosure related to rate reconciliation, income taxes paid, and other disclosures to improve the effectiveness of income tax disclosures. The ASU is effective for annual periods beginning after December 15, 2024, and applied on a prospective basis. Early adoption and retrospective application is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
NOTE 3. REVENUE AND DEFERRED COSTS
Revenue Recognition
The Company generates revenue from data processing and hosting, transaction processing, software licensing and related services, professional services, and hardware sales.
Disaggregation of Revenue
The tables below present the Company's revenue disaggregated by type of revenue. Refer to Note 11, Reportable Segment Information, for disaggregated revenue by type and reportable segment. The majority of the Company’s revenue is earned domestically, with revenue from customers outside the United States comprising less than 1% of total revenue.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Private and Public Cloud | $ | 168,733 | $ | 153,130 | $ | 332,222 | $ | 302,129 | |||||||||||||||
| Product Delivery and Services | 63,013 | 58,594 | 123,852 | 116,117 | |||||||||||||||||||
| On-Premise Support | 80,246 | 78,976 | 198,123 | 192,603 | |||||||||||||||||||
| Services and Support | 311,992 | 290,700 | 654,197 | 610,849 | |||||||||||||||||||
| Processing | 233,709 | 214,614 | 462,872 | 423,667 | |||||||||||||||||||
| Total Revenue | $ | 545,701 | $ | 505,314 | $ | 1,117,069 | $ | 1,034,516 |
Contract Balances
The following table provides information about contract assets and contract liabilities from contracts with customers.
| December 31, 2023 | June 30, 2023 | ||||||||||
| Receivables, net | $ | 270,551 | $ | 361,252 | |||||||
| Contract Assets - Current | 31,702 | 26,711 | |||||||||
| Contract Assets - Non-current | 82,006 | 81,561 | |||||||||
| Contract Liabilities (Deferred Revenue) - Current | 196,794 | 331,974 | |||||||||
| Contract Liabilities (Deferred Revenue) - Non-current | 72,406 | 67,755 |
Contract assets primarily result from revenue being recognized when or as control of a solution or service is transferred to the customer, except where invoicing is contingent upon the completion of other performance obligations or payment terms differ from the provisioning of services. The current portion of contract assets is reported within prepaid expenses and other in the condensed consolidated balance sheet, and the non-current portion is included in other non-current assets. Contract liabilities (deferred revenue) primarily relate to consideration received from customers in advance of delivery of the related goods and services to the customer. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.
The Company analyzes contract language to identify if a significant financing component does exist and would adjust the transaction price for any material effects of the time value of money if the timing of payments provides either party to the contract with a significant benefit of financing the transaction.
During the three months ended December 31, 2023, and 2022, the Company recognized revenue of $85,458 and $83,145, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods. For the six months ended December 31, 2023, and 2022, the Company recognized revenue of $167,671 and $159,393, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods.
Amounts recognized that relate to performance obligations satisfied (or partially satisfied) in prior periods were immaterial for each period presented. These adjustments are primarily the result of transaction price re-allocations due to changes in estimates of variable consideration.
Transaction Price Allocated to Remaining Performance Obligations
As of December 31, 2023, estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period totaled $6,446,023. The Company expects to recognize approximately 24% over the next 12 months, 19% in 13-24 months, and the balance thereafter.
Contract Costs
The Company incurs incremental costs to obtain a contract as well as costs to fulfill contracts with customers that are expected to be recovered. These costs consist primarily of sales commissions, which are incurred only if a contract is obtained, and customer conversion or implementation-related costs. Capitalized costs are amortized based on the transfer of goods or services to which the asset relates, in line with the percentage of revenue recognized for each performance obligation to which the costs are allocated.
Capitalized costs totaled $460,686 and $442,012, at December 31, 2023, and June 30, 2023, respectively.
For the three months ended December 31, 2023, and 2022, amortization of deferred contract costs totaled $41,552 and $34,861, respectively. During the six months ended December 31, 2023, and 2022, amortization of deferred contract costs totaled $92,088 and $76,841, respectively. There were no impairment losses in relation to capitalized costs for the periods presented.
NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS
For cash equivalents, certificates of deposit, amounts receivable or payable, and short-term borrowings, fair values approximate carrying value, based on the short-term nature of the assets and liabilities.
The Company's estimates of the fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets, and requires that observable inputs be used in the valuations when available. The three levels of the hierarchy are as follows:
Level 1: inputs to the valuation are quoted prices in an active market for identical assets
Level 2: inputs to the valuation include quoted prices for similar assets in active markets that are observable either directly or indirectly
Level 3: valuation is based on significant inputs that are unobservable in the market and the Company's own estimates of assumptions that we believe market participants would use in pricing the asset
Fair value of financial assets included in current assets is as follows:
| Estimated Fair Value Measurements | Total Fair | |||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Value | |||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||
| Certificates of Deposit | $ | — | $ | 3,276 | $ | — | $ | 3,276 | ||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||
| Credit facilities | $ | — | $ | 255,000 | $ | — | $ | 255,000 | ||||||||||||||||||
| June 30, 2023 | ||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||
| Certificates of Deposit | $ | — | $ | 2,234 | $ | — | $ | 2,234 | ||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||
| Credit facilities | $ | — | $ | 275,000 | $ | — | $ | 275,000 |
NOTE 5. LEASES
The Company determines if an arrangement is a lease, or contains a lease, at inception. The lease term begins on the commencement date, which is the date the Company takes possession of the property and may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease agreements with lease and non-lease components are accounted for as a single lease component for all asset classes, which are comprised of real estate leases and equipment leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the Company’s leases do not typically provide an implicit rate, the Company uses its incremental borrowing rate based upon the information available at commencement date. The determination of the incremental borrowing rate requires judgment and is determined by using the Company’s current unsecured borrowing rate, adjusted for various factors such as collateralization and term to align with the terms of the lease.
The Company leases certain office space, data centers, and equipment with remaining terms of 1 month to 10 years. Certain leases contain renewal options for varying periods, which are at the Company’s sole discretion. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s ROU assets and lease liabilities. Certain leases require the Company to pay taxes, insurance, maintenance, and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the lease liability to the extent they are variable in nature. Variable lease costs are recognized as a variable lease expense when incurred.
At December 31, 2023, and June 30, 2023, the Company had operating lease assets of $58,480 and $43,662, respectively. At December 31, 2023, total operating lease liabilities of $63,797 were comprised of current operating lease liabilities of $9,268 and noncurrent operating lease liabilities of $54,529. At June 30, 2023, total operating
lease liabilities of $50,269 were comprised of current operating lease liabilities of $9,776 and noncurrent operating lease liabilities of $40,493.
Operating lease assets are included within other non-current assets, and operating lease liabilities are included within accrued expenses (current portion) and other long-term liabilities (noncurrent portion) in the Company’s condensed consolidated balance sheet. Operating lease assets were recorded net of accumulated amortization of $29,984 and $34,973 as of December 31, 2023, and June 30, 2023, respectively.
Operating lease costs for the three months ended December 31, 2023, and 2022, were $2,229 and $3,029, respectively. Total operating lease costs for the respective quarters included variable lease costs of $1,709 and $957, respectively. Operating lease costs for the six months ended December 31, 2023, and 2022, were $4,698 and $6,088, respectively. Total operating lease costs for the respective fiscal year-to-date periods included variable lease costs of $2,253 and $1,881, respectively. Operating lease expense is included within cost of services, research and development, and selling, general and administrative expense, dependent upon the nature and use of the ROU asset, in the Company’s condensed consolidated statements of income.
For the six months ended December 31, 2023, and 2022, the Company had operating cash flows for payments on operating leases of $4,422 and $6,202, and ROU assets obtained in exchange for operating lease liabilities of $18,935 and $2,282, respectively.
As of December 31, 2023, and June 30, 2023, the weighted-average remaining lease term for the Company's operating leases was 82 months and 78 months, and the weighted-average discount rate was 2.68% and 2.14%, respectively.
Maturity of Lease Liabilities under ASC 842
Future minimum rental payments on operating leases with initial non-cancellable lease terms in excess of one year were due as follows at December 31, 2023:
| Due Dates (fiscal year) | Future Minimum Rental Payments | |||||||
| 2024 (remaining period) | $ | 4,813 | ||||||
| 2025 | 10,160 | |||||||
| 2026 | 10,747 | |||||||
| 2027 | 10,271 | |||||||
| 2028 | 9,979 | |||||||
| Thereafter | 25,001 | |||||||
| Total lease payments | $ | 70,971 | ||||||
| Less: interest | (7,174) | |||||||
| Present value of lease liabilities | $ | 63,797 |
Future lease payments include $5,464 related to options to extend lease terms that are reasonably certain of being exercised. At December 31, 2023, there were no legally binding lease payments for leases signed but not yet commenced.
On September 30, 2023, the Company entered into an agreement with a third party to sublease a portion of its Elizabethtown, Kentucky facility. The commencement date of the sublease was October 1, 2023, and has a term of 57 months. Sublease income for the three and six months ended December 31, 2023 was $132 and is included within revenue on the Company's condensed consolidated statements of income. There have been no indications of impairment related to the underlying right-of-use asset.
Minimum Sublease Payments
At December 31, 2023, the future total minimum sublease payments to be received were as follows:
| Due Dates (fiscal year) | Future Minimum Sublease Receipts | |||||||
| 2024 (remaining period) | $ | 395 | ||||||
| 2025 | 807 | |||||||
| 2026 | 831 | |||||||
| 2027 | 856 | |||||||
| 2028 | 882 | |||||||
| Total sublease receipts | $ | 3,771 |
NOTE 6. DEBT
Credit facilities
On August 31, 2022, the Company entered into a five-year senior, unsecured amended and restated credit agreement that replaced a prior credit facility that was entered into on February 10, 2020. The credit agreement allows for borrowings of up to $600,000, which may be increased to $1,000,000 by the Company at any time until maturity. The credit agreement bears interest at a variable rate equal to (a) a rate based on an adjusted Secured Overnight Financing Rate (“SOFR”) term rate or (b) an alternate base rate (the highest of (i) 0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Adjusted Term SOFR Screen Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day for Dollars plus 1.0%), plus an applicable percentage in each case determined by the Company's leverage ratio. The credit agreement is guaranteed by certain subsidiaries of the Company and is subject to various financial covenants that require the Company to maintain certain financial ratios as defined in the credit agreement. As of December 31, 2023, the Company was in compliance with all such covenants. The amended and restated credit facility terminates August 31, 2027. There was $75,000 and $95,000 outstanding under the amended and restated credit facility at December 31, 2023 and June 30, 2023, respectively.
Term loan facility
On May 16, 2023, the Company entered into a term loan credit agreement with a syndicate of financial institutions, with an original principal balance of $180,000. Borrowings under the term loan facility bear interest at a variable rate equal to (a) a rate based on an adjusted SOFR term rate or (b) an alternate base rate (the highest of (i) 0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Adjusted Term SOFR Screen Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day for Dollars plus 0.75%), plus an applicable percentage in each case determined by the Company's leverage ratio. The term loan credit agreement is guaranteed by certain subsidiaries of the Company and is subject to various financial covenants that require the Company to maintain certain financial ratios as defined in the term loan credit agreement. As of December 31, 2023, the Company was in compliance with all such covenants. The term loan credit agreement has a maturity date of May 16, 2025. There was $180,000 outstanding under the term loan at December 31, 2023 and June 30, 2023.
Other lines of credit
The Company has an unsecured bank credit line which provides for funding of up to $5,000 and bears interest at the prime rate less 1.0%. The credit line expires on April 30, 2025. There was no balance outstanding at December 31, 2023, or June 30, 2023.
Interest
The Company paid interest of $6,802 and $2,724 during the six months ended December 31, 2023, and 2022, respectively.
NOTE 7. INCOME TAXES
The effective tax rate increased for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, with an effective tax rate of 23.5% of income before income taxes, compared to 23.2% in the prior fiscal year quarter.
For the six months ended December 31, 2023, the effective tax rate increased compared to the six months ended December 31, 2022, with an effective tax rate of 23.6% of income before taxes, compared to 23.4% for the same
period last fiscal year. The increase in the effective tax rate for the three and six months ended December 31, 2023, was primarily due to the difference in impact of share-based compensation that vested during each of the periods.
The Company paid income taxes, net of refunds, of $52,018 and $37,213 in the six months ended December 31, 2023, and 2022, respectively. The increase in paid income taxes for the six months ended December 31, 2023 over the six months ended December 31, 2022 was primarily the result of the timing of payments, with a greater portion of the anticipated equivalent annual amounts being paid in the current fiscal year-to-date period.
At December 31, 2023, the Company had $13,414 of gross unrecognized tax benefits before interest and penalties, $11,702 of which, if recognized, would affect our effective tax rate. The Company had accrued interest and penalties of $2,317 and $1,546 related to uncertain tax positions at December 31, 2023, and 2022, respectively.
The U.S. federal income tax returns for fiscal 2020 and all subsequent years remain subject to examination as of December 31, 2023, under statute of limitations rules. The U.S. state income tax returns that remain subject to examination as of December 31, 2023, under the statute of limitation rules varies by state jurisdiction from fiscal 2016 through 2019 and all subsequent years. The Company anticipates potential changes due to lapsing of statutes of limitations, and examination closures could reduce the unrecognized tax benefits balance by $1,500 to $4,500 within twelve months of December 31, 2023.
NOTE 8. STOCK-BASED COMPENSATION
Our operating income for the three months ended December 31, 2023, and 2022, included $8,333 and $7,545 of stock-based compensation costs, respectively. Our operating income for the six months ended December 31, 2023, and 2022, included $15,480 and $14,544 of stock-based compensation costs, respectively.
On November 10, 2015, the Company adopted the 2015 Equity Incentive Plan (“2015 EIP”) for its employees and non-employee directors. The plan allows for grants of stock options, stock appreciation rights, restricted stock shares or units, and performance shares or units. The maximum number of shares authorized for issuance under the plan is 3,000.
Stock option awards
Under the 2015 EIP, terms and vesting periods of the options are determined by the Compensation Committee of the Board of Directors when granted. The option period must expire not more than ten years from the option grant date. The options granted under this plan are exercisable beginning three years after the grant date at an exercise price equal to 100% of the fair market value of the stock at the grant date. The options terminate upon surrender of the option, ninety days after termination of employment, upon the expiration of one year following notification of a deceased optionee, or ten years after grant.
During the six months ended December 31, 2023, there were no options granted, forfeited, or exercised. At December 31, 2023, 12 options were outstanding at a weighted average exercise price of $87.27 with an aggregate intrinsic value of $890.
At December 31, 2023, there was no compensation cost yet to be recognized related to outstanding options. All of the options are currently exercisable, with a weighted average remaining contractual term (remaining period of exercisability) of 2.5 years as of December 31, 2023.
Restricted stock unit and performance unit awards
The Company issues unit awards under the 2015 EIP. Restricted stock unit awards (which are unit awards that have service requirements only and are not tied to performance measures) generally vest over a period of 1 to 3 years. Performance unit awards are awards that have performance measures in addition to service requirements.
The following table summarizes non-vested restricted stock unit awards and performance awards as of December 31, 2023:
| Unit awards | Units | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||||
| Outstanding July 1, 2023 | 303 | $ | 190.08 | |||||||||||||||||
| Granted1 | 153 | 178.63 | ||||||||||||||||||
| Vested | (69) | 183.35 | ||||||||||||||||||
| Forfeited2 | (33) | 197.38 | ||||||||||||||||||
| Outstanding December 31, 2023 | 354 | $ | 185.77 | $ | 57,773 |
1Granted includes restricted stock unit awards and performance unit awards at 100% achievement.
2Forfeited includes restricted stock unit awards and performance unit awards forfeited for service requirements not met and performance unit awards not settled due to underachievement of performance measures.
Of the 153 unit awards granted in fiscal 2024, 95 were restricted stock unit awards and 58 were performance unit awards. The restricted stock unit awards were valued at the weighted average fair value of the non-vested units based on the fair market value of the Company’s equity shares on the grant date, less the present value of expected future dividends to be declared during the vesting period, consistent with the methodology for calculating compensation expense on such awards.
23 of the performance unit awards granted in fiscal 2024 were valued at grant by estimating 100% payout at release and using the fair market value of the Company equity shares on the grant date, less the present value of expected future dividends to be declared during the vesting period. The payout at release of approximately half of these performance unit awards will be determined based on the Company's compound annual growth rate for revenue (excluding adjustments) for the three-year vesting period compared against goal thresholds as defined in the award agreement. The performance payout at release of the other half of these performance unit awards will be determined based on the expansion of the Company's non-GAAP operating margin over the three-year vesting period compared against goal thresholds as defined in the award agreement. 35 of the performance unit awards have market conditions and were valued at grant using a Monte Carlo pricing model as of the measurement date customized to the specific provisions of the Company’s plan design. Per the Company's award vesting and settlement provisions, the performance unit awards that utilize a Monte Carlo pricing model were valued at grant on the basis of Total Shareholder Return (“TSR”) in comparison to the compensation peer group made up of participants approved by the Compensation Committee of the Company's Board of Directors for fiscal year 2024. The Monte Carlo inputs used in the model to estimate fair value at the measurement date and resulting values for these performance unit awards are as follows:
| Monte Carlo award inputs: | Fiscal 2024 | ||||||||||||||||
| Compensation Peer Group: | |||||||||||||||||
| Volatility | 25.6 | % | |||||||||||||||
| Risk free interest rate | 4.48 | % | |||||||||||||||
| Annual dividend based on most recent quarterly dividend | $2.08 | ||||||||||||||||
| Dividend yield | 1.23 | % | |||||||||||||||
| Beginning average percentile rank for TSR | 74.0 | % | |||||||||||||||
At December 31, 2023, there was $31,275 of compensation expense that has yet to be recognized related to non-vested restricted stock unit awards, which will be recognized over a weighted average period of 1.35 years.
NOTE 9. EARNINGS PER SHARE
The following table reflects the reconciliation between basic and diluted earnings per share.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net Income | $ | 91,965 | $ | 80,775 | $ | 193,644 | $ | 187,324 | |||||||||||||||
| Common share information: | |||||||||||||||||||||||
| Weighted average shares outstanding for basic earnings per share | 72,838 | 72,962 | 72,854 | 72,929 | |||||||||||||||||||
| Dilutive effect of stock options, restricted stock units, and performance units | 146 | 182 | 145 | 212 | |||||||||||||||||||
| Weighted average shares outstanding for diluted earnings per share | 72,984 | 73,144 | 72,999 | 73,141 | |||||||||||||||||||
| Basic earnings per share | $ | 1.26 | $ | 1.11 | $ | 2.66 | $ | 2.57 | |||||||||||||||
| Diluted earnings per share | $ | 1.26 | $ | 1.10 | $ | 2.65 | $ | 2.56 |
Per share information is based on the weighted average number of common shares outstanding for the three and six months ended December 31, 2023, and 2022. Stock options, restricted stock units, and performance units have been included in the calculation of diluted earnings per share to the extent they are dilutive. There were 24 and 22 anti-dilutive stock options, restricted stock units, or performance units excluded for the three and six months ended December 31, 2023, respectively, and 31 and 25 were excluded for the three and six months ended December 31, 2022, respectively.
NOTE 10. BUSINESS ACQUISITION
Payrailz
On August 31, 2022, the Company acquired all of the equity interest in Payrailz, LLC (“Payrailz”). The final purchase price, following customary post-closing adjustments to the extent actual closing date working capital, cash, debt, and unpaid seller transaction expenses exceeded or were less than the amounts estimated at closing, was $230,205. Pursuant to the merger agreement for the transaction, $48,500 of the purchase price was placed in an escrow account at the closing, consisting of $2,500 for any final purchase price adjustments owed by the sellers, which amount was released to the sellers on December 15, 2022, in connection with post-closing purchase price adjustments, and $46,000 for indemnification matters under the merger agreement, which amount was released to the sellers September 20, 2023.
The primary reason for the acquisition was to expand the Company's digital financial management solutions and the purchase was funded by our revolving line of credit (Note 6) and cash generated from operations. Payrailz provides cloud-native, API-first, AI-enabled consumer and commercial digital payment solutions and experiences that enable money to be moved in the moment of need.
Management has completed a purchase price allocation and assessment of the fair value of acquired assets and liabilities assumed. The recognized amounts of identifiable assets acquired, and liabilities assumed, based on their fair values as of August 31, 2022, and taking into account the post-closing purchase price adjustment described above, are set forth below:
| Current assets | $ | 1,851 | |||
| Identifiable intangible assets | 119,868 | ||||
| Deferred revenue | (8,104) | ||||
| Total other liabilities assumed | (749) | ||||
| Total identifiable net assets | 112,866 | ||||
| Goodwill | 117,339 | ||||
| Net assets acquired | $ | 230,205 |
The goodwill of $117,339 arising from this acquisition consists largely of the growth potential, synergies, and economies of scale expected from combining the operations of the Company with those of Payrailz, together with the value of Payrailz's assembled workforce. The goodwill from this acquisition has been allocated to our Payments segment and $117,339 is expected to be deductible for income tax purposes.
Identifiable intangible assets from this acquisition consist of customer relationships of $6,109, computer software of $112,505, and other intangible assets of $1,254. The amortization period for acquired customer relationships, computer software, and other intangible assets is over a term of 15 years, 10 years, and 15 years, respectively.
Current assets were inclusive of cash acquired of $577. The fair value of current assets acquired included accounts receivable of $978, none of which were expected to be uncollectible.
NOTE 11. REPORTABLE SEGMENT INFORMATION
The Company is a leading provider of technology solutions and payment processing services primarily to community and regional financial institutions.
The Company’s operations are classified into four reportable segments: Core, Payments, Complementary, and Corporate and Other. The Core segment provides core information processing platforms to banks and credit unions, which consist of integrated applications required to process deposit, loan, and general ledger transactions, and maintain centralized customer/member information. The Payments segment provides secure payment processing tools and services, including ATM, debit, and credit card processing services, online and mobile bill pay solutions, Automated Clearing House (“ACH”) origination and remote deposit capture processing, and risk management products and services. The Complementary segment provides additional software, hosted processing platforms, and services, including call center support, network security management, consulting, and monitoring that can be integrated with the Company's Core solutions, and many can be used independently. The Corporate and Other segment includes revenue and costs from hardware and other products not attributed to any of the other three segments, as well as operating expenses not directly attributable to the other three segments.
The Company evaluates the performance of its segments and allocates resources to them based on various factors, including performance against trend, budget, and forecast. Only revenue and costs of revenue are considered in the evaluation for each segment.
Immaterial adjustments have been made between segments to reclassify revenue and cost of revenue that was recognized for the three and six months ended December 31, 2022. These reclasses were made to be consistent with the current allocation of revenue and cost of revenue by segment. Revenue reclassed for the three and six months ended December 31, 2022, from Core to Corporate and Other was $1,851 and $3,661, respectively, from Payments to Corporate and Other was $10 and $16, respectively, and from Complementary to Corporate and Other was $174 and $108, respectively. Cost of revenue reclassed for the three and six months ended December 31, 2022, from Core to Corporate and Other was $1,658 and $3,294, respectively, from Payments to Corporate and Other was $658 and $1,261, respectively, and from Complementary to Corporate and Other was $326 and $659, respectively.
| Three Months Ended | |||||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||
| Core | Payments | Complementary | Corporate and Other | Total | |||||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||||||||
| Services and Support | $ | 155,429 | $ | 21,060 | $ | 113,779 | $ | 21,724 | $ | 311,992 | |||||||||||||||||||
| Processing | 10,172 | 182,779 | 38,687 | 2,071 | 233,709 | ||||||||||||||||||||||||
| Total Revenue | 165,601 | 203,839 | 152,466 | 23,795 | 545,701 | ||||||||||||||||||||||||
| Cost of Revenue | 69,370 | 111,623 | 64,023 | 75,963 | 320,979 | ||||||||||||||||||||||||
| Research and Development | 35,478 | ||||||||||||||||||||||||||||
| Selling, General, and Administrative | 70,277 | ||||||||||||||||||||||||||||
| Total Expenses | 426,734 | ||||||||||||||||||||||||||||
| SEGMENT INCOME | $ | 96,231 | $ | 92,216 | $ | 88,443 | $ | (52,168) | |||||||||||||||||||||
| OPERATING INCOME | 118,967 | ||||||||||||||||||||||||||||
| INTEREST INCOME (EXPENSE) | 1,256 | ||||||||||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 120,223 |
| Three Months Ended | |||||||||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||||
| Core | Payments | Complementary | Corporate and Other | Total | |||||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||||||||
| Services and Support | $ | 143,799 | $ | 19,330 | $ | 110,206 | $ | 17,365 | $ | 290,700 | |||||||||||||||||||
| Processing | 9,740 | 172,147 | 31,915 | 812 | 214,614 | ||||||||||||||||||||||||
| Total Revenue | 153,539 | 191,477 | 142,121 | 18,177 | 505,314 | ||||||||||||||||||||||||
| Cost of Revenue | 66,666 | 107,413 | 58,944 | 71,566 | 304,589 | ||||||||||||||||||||||||
| Research and Development | 36,561 | ||||||||||||||||||||||||||||
| Selling, General, and Administrative | 56,788 | ||||||||||||||||||||||||||||
| Total Expenses | 397,938 | ||||||||||||||||||||||||||||
| SEGMENT INCOME | $ | 86,873 | $ | 84,064 | $ | 83,177 | $ | (53,389) | |||||||||||||||||||||
| OPERATING INCOME | 107,376 | ||||||||||||||||||||||||||||
| INTEREST INCOME (EXPENSE) | (2,166) | ||||||||||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 105,210 |
| Six Months Ended | |||||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||
| Core | Payments | Complementary | Corporate & Other | Total | |||||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||||||||
| Services and Support | $ | 331,173 | $ | 40,962 | $ | 238,050 | $ | 44,012 | $ | 654,197 | |||||||||||||||||||
| Processing | 20,868 | 362,233 | 75,783 | 3,988 | 462,872 | ||||||||||||||||||||||||
| Total Revenue | 352,041 | 403,195 | 313,833 | 48,000 | 1,117,069 | ||||||||||||||||||||||||
| Cost of Revenue | 145,296 | 220,449 | 126,298 | 151,938 | 643,981 | ||||||||||||||||||||||||
| Research and Development | 72,370 | ||||||||||||||||||||||||||||
| Selling, General, and Administrative | 149,051 | ||||||||||||||||||||||||||||
| Total Expenses | 865,402 | ||||||||||||||||||||||||||||
| SEGMENT INCOME | $ | 206,745 | $ | 182,746 | $ | 187,535 | $ | (103,938) | |||||||||||||||||||||
| OPERATING INCOME | 251,667 | ||||||||||||||||||||||||||||
| INTEREST INCOME (EXPENSE) | 1,804 | ||||||||||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 253,471 |
| Six Months Ended | |||||||||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||||
| Core | Payments | Complementary | Corporate & Other | Total | |||||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||||||||
| Services and Support | $ | 307,014 | $ | 37,982 | $ | 228,420 | $ | 37,433 | $ | 610,849 | |||||||||||||||||||
| Processing | 19,839 | 340,028 | 62,119 | 1,681 | 423,667 | ||||||||||||||||||||||||
| Total Revenue | 326,853 | 378,010 | 290,539 | 39,114 | 1,034,516 | ||||||||||||||||||||||||
| Cost of Revenue | 137,270 | 207,965 | 117,049 | 140,565 | 602,849 | ||||||||||||||||||||||||
| Research and Development | 69,554 | ||||||||||||||||||||||||||||
| Selling, General, and Administrative | 114,013 | ||||||||||||||||||||||||||||
| Total Expenses | 786,416 | ||||||||||||||||||||||||||||
| SEGMENT INCOME | $ | 189,583 | $ | 170,045 | $ | 173,490 | $ | (101,451) | |||||||||||||||||||||
| OPERATING INCOME | 248,100 | ||||||||||||||||||||||||||||
| INTEREST INCOME (EXPENSE) | (3,590) | ||||||||||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 244,510 |
The Company has not disclosed any additional asset information by segment, as the information is not generated for internal management reporting to the Chief Executive Officer, who is also the Chief Operating Decision Maker.
NOTE 12. SUBSEQUENT EVENTS
None.
Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS