Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements included in this Form 10-Q for the fiscal quarter ended September 30, 2024.

OVERVIEW

Jack Henry & Associates, Inc. is a well-rounded financial technology company headquartered in Monett, Missouri, that employs approximately 7,170 full-time and part-time associates nationwide, and is a leading provider of technology solutions and payment processing services primarily to community and regional financial institutions. Our solutions serve approximately 7,500 clients 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 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. Our integrated solutions are available for on-premise installation and delivery in our private and public cloud.

Each of our solutions shares the fundamental commitment to provide high-quality business systems, service levels that consistently exceed client expectations, and integration of solutions and practical new technologies. The quality of our solutions, our high service standards, and the fundamental way we do business typically foster long-term client relationships, attract prospective clients, and have enabled us to capture substantial market share.

Through internal product development, disciplined acquisitions, and alliances with companies offering niche solutions that complement our proprietary solutions, we regularly introduce new products and services and generate

new cross-sales opportunities. We provide compatible computer hardware for our on-premise installations and secure processing environments for our outsourced solutions in our private and public cloud. We perform data conversions, software implementations, initial and ongoing client training, and ongoing client support services.

We believe our primary competitive advantage is client service. Our support infrastructure and strict standards provide service levels that generate high levels of client satisfaction and retention. We consistently measure client satisfaction using a variety of surveys, such as an annual survey on the client's anniversary date and randomly-generated surveys initiated each day by routine support requests. Dedicated surveys are also used to grade specific aspects of our client experience, including product implementation, education, and consulting services.

Our two primary revenue streams are “services and support” and “processing.” Services and support includes: “private and public cloud” revenues that predominantly have contract terms of six years at inception; “product delivery and services” revenues, which include revenues from the sales of licenses, implementation services, deconversions, consulting, and hardware; and “on-premise support” revenues, composed of maintenance fees that primarily contain annual contract terms. Processing includes: "remittance” revenues from payment processing, remote capture, and ACH transactions; “card” revenues, including card transaction processing and monthly fees; and “transaction and digital” revenues, which include transaction and mobile processing revenues. We continually seek opportunities to increase revenue while at the same time containing costs to expand margins.

We have four reportable segments: Core, Payments, Complementary, and Corporate and Other. The respective segments include all related revenues along with the related cost of revenue.

A detailed discussion of the major components of the results of operations follows. All amounts in the following discussion are in thousands, except per share amounts.

RESULTS OF OPERATIONS

For the first quarter of fiscal 2025, total revenue increased 5.2%, or $29,614, compared to the same quarter in fiscal 2024. Total revenue less deconversion revenue of $3,697 for the current fiscal quarter and less deconversion revenues of $4,136 for the prior fiscal year first quarter results in an increase of 5.3%, quarter over quarter. This increase was primarily driven by growth in data processing and hosting, card, and Jack Henry digital revenues, including Banno.

Operating expenses increased 2.5%, or $11,038, for the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024. Total operating expenses less deconversion operating expenses of $202 for the current fiscal quarter and less deconversion operating expenses of $381 and non-recurring expenses of $16,443 for the prior fiscal year first quarter results in an increase of 6.6%. This increase was primarily driven by higher personnel and direct costs, increased internal licenses and fees, and higher amortization.

Operating income increased 14.0%, or $18,576, for the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024. Removing from total operating income the effects of deconversion operating income of $3,495 for the current fiscal quarter and deconversion operating income of $3,755 and non-recurring expenses of $16,443 for the prior fiscal year first quarter results in an increase of 1.6%, quarter over quarter. This increase was primarily driven by revenue growth partially offset by increased operating expenses detailed above.

The provision for income taxes increased 19.1%, or $6,038, for the first quarter of fiscal 2025, compared to the first quarter of fiscal 2024, primarily driven by the increase in income before income taxes. The effective tax rate for the current fiscal first quarter was 24.0% compared to 23.7% for the same quarter a year ago.

Net income increased 17.2%, or $17,512, for the first quarter of fiscal 2025, compared to the first quarter of fiscal 2024. Removing from total net income the effects of deconversion net income of $2,656 for the current fiscal year first quarter and deconversion net income of $2,854 and the VEDIP program net loss of $12,497 for the prior fiscal year first quarter, results in a 4.7% increase quarter over quarter. This increase was primarily due to net organic growth in our lines of revenue for the first quarter of fiscal 2025 partially offset by higher operating expenses and the increased provision for income taxes compared to the same quarter last fiscal year.

As we move into the second quarter of fiscal 2025, significant portions of our business continue to provide recurring revenue and our sales pipeline is also encouraging. Our clients continue to face regulatory and operational challenges which our products and services address, and in these times they have an even greater need for our solutions that directly address institutional profitability, efficiency, and security. We believe our strong balance sheet, access to extensive lines of credit, the strength of our existing product line, and an unwavering commitment to superior client service position us well to address current and future opportunities.

A detailed discussion of the major components of the results of operations for the three months ended September 30, 2024, follows.

Discussions compare the current fiscal year's three months ended September 30, 2024, to the prior fiscal year's three months ended September 30, 2023.

REVENUE

Services and Support			Three Months Ended September 30,												% Change
			2024						2023
Services and Support			$	356,679					$	342,205					4.2		%
Percentage of total revenue			59		%				60		%

Services and support revenue increased 4.2% for the first quarter of fiscal 2025 compared to the same quarter a year ago. Reducing services and support revenue for deconversion revenue from each quarter, which was $3,697 for the current fiscal year quarter and $4,136 for the prior fiscal year quarter, results in growth of 4.4% quarter over quarter. This increase was primarily driven by double-digit growth in data processing and hosting revenues as new and existing clients migrate to our private cloud and processing volumes expand.

Processing			Three Months Ended September 30,												% Change
			2024						2023
Processing			$	244,303					$	229,163					6.6		%
Percentage of total revenue			41		%				40		%

Processing revenue increased 6.6% for the first quarter of fiscal 2025 compared to the same quarter last fiscal year. This increase was primarily driven by growth in card revenue primarily from monthly service and risk management fees, improvement in Jack Henry digital revenue (including Banno) from a higher number of active users and expanding volumes from existing products and the recent introduction of new add-on products, and higher payment processing revenues from expanding volumes and new client revenue. Deconversion revenue did not significantly affect processing revenue quarter over quarter.

OPERATING EXPENSES

Cost of Revenue			Three Months Ended September 30,												% Change
			2024						2023
Cost of Revenue			$	343,432					$	323,002					6.3		%
Percentage of total revenue			57		%				57		%

Cost of revenue for the first quarter of fiscal 2025 increased 6.3% over the prior fiscal year first quarter. Reducing cost of revenue for deconversion costs from each quarter, which were $115 for the current fiscal year quarter and $270 for the prior fiscal year quarter, results in a 6.4% increase quarter over quarter. This increase was primarily due to higher direct costs generally consistent with increases in the related lines of revenue, higher personnel costs, including an increase in employee headcount in the trailing twelve months, and increased internal licenses and fees from increased deployments and pricing. Cost of revenue remained consistent as a percentage of total revenue compared to the prior fiscal year quarter.

Research and Development			Three Months Ended September 30,												% Change
			2024						2023
Research and Development			$	39,686					$	36,892					7.6		%
Percentage of total revenue			7		%				6		%

Research and development expense increased 7.6% for the first quarter of fiscal 2025 compared to the prior fiscal year first quarter. This increase was primarily due to higher personnel costs net of capitalization including an increase in employee headcount in the trailing twelve months. Deconversion and non-recurring costs did not significantly affect research and development expenses quarter over quarter. Research and development expense for the quarter increased 1% as a percentage of total revenue compared to the prior fiscal year quarter.

Selling, General, and Administrative			Three Months Ended September 30,												% Change
			2024						2023
Selling, General, and Administrative			$	66,588					$	78,774					(15.5)		%
Percentage of total revenue			11		%				14		%

Selling, general, and administrative expense decreased 15.5% in the first quarter of fiscal 2025 compared to the same quarter in the prior fiscal year. Reducing selling, general, and administrative expense for deconversion costs from each quarter, which were $87 for the current fiscal year quarter and $111 for the prior fiscal year quarter and for VEDIP program expenses of $16,443 in the prior fiscal year quarter, results in a 6.9% increase quarter over quarter. This increase was primarily due to higher personnel costs, including benefits expenses from an increase in employee headcount in the trailing twelve months. Selling, general, and administrative expense decreased 3% as a percentage of total revenue this fiscal quarter versus the prior fiscal year quarter.

INTEREST INCOME (EXPENSE)			Three Months Ended September 30,												% Change
			2024						2023
Interest Income			$	8,347					$	4,745					75.9		%
Interest Expense			$	(2,825)					$	(4,197)					(32.7)		%

Interest income increased due to changes in average outstanding balances during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. Interest expense decreased when compared to the prior fiscal year quarter primarily due to a decrease in the amount outstanding. There was a $140,000 outstanding balance under the revolving credit and term loan facilities at September 30, 2024, and $245,000 outstanding balance under the revolving credit and term loan facilities at September 30, 2023.

PROVISION FOR INCOME TAXES			Three Months Ended September 30,												% Change
			2024						2023
Provision for Income Taxes			$	37,607					$	31,569					19.1		%
Effective Rate			24.0		%				23.7		%

The effective tax rate increased for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, with an effective tax rate of 24.0% of income before taxes, compared to 23.7% of income before taxes for the same quarter last fiscal year.

NET INCOME			Three Months Ended September 30,												% Change
			2024						2023
Net income			$	119,191					$	101,679					17.2		%
Diluted earnings per share			$	1.63					$	1.39					17.1		%

Net income increased 17.2% to $119,191, or $1.63 per diluted share, for the first quarter of fiscal 2025 compared to $101,679, or $1.39 per diluted share, in the same quarter of fiscal 2024. Removing from total net income the effects of deconversion net income of $2,656 for the current fiscal quarter and deconversion net income of $2,854 and the VEDIP program net loss of $12,497 for the prior fiscal year quarter, results in a 4.7% increase quarter over quarter. This increase was primarily due to net organic growth in our lines of revenue for the first quarter of fiscal 2025 partially offset by higher operating expenses and the increased provision for income taxes compared to the same quarter last fiscal year.

REPORTABLE SEGMENT DISCUSSION

The Company is a well-rounded financial technology company and 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, 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 digital/mobile banking, treasury services, online account opening, fraud/anti-money laundering ("AML") and lending/deposit solutions 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 cost of revenue that was recognized for the three months ended September 30, 2023. These reclasses were made to be consistent with the current allocation of cost of revenue by segment. Cost of revenue reclassed for the three months ended September 30, 2023, from Complementary to Corporate and Other, was $1,318.

Core			Three Months Ended September 30,												% Change
			2024						2023
Revenue			$	195,624					$	186,439					4.9		%
Cost of Revenue			$	81,420					$	75,927					7.2		%

Revenue in the Core segment increased 4.9% and cost of revenue increased 7.2% for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. Reducing Core revenue for deconversion revenue in both quarters, which totaled $1,287 for the three months ended September 30, 2024, and $1,665 for the three months ended September 30, 2023, results in a 5.2% increase quarter over quarter. This increase was primarily driven by growth in data processing and hosting revenues as new and existing clients migrate to our private cloud and processing volumes expand. Reducing Core cost of revenue for deconversion costs in both quarters, which totaled $37 for the three months ended September 30, 2024 and $103 for the three months ended September 30, 2023, results in a 7.3% increase quarter over quarter. The Core cost of revenue increase was primarily due to higher direct costs generally consistent with increases in related lines of revenue. Core cost of revenue increased 1% as a percentage of Core revenue for the first quarter of fiscal 2025 compared to the same quarter in fiscal 2024.

Payments			Three Months Ended September 30,												% Change
			2024						2023
Revenue			$	211,923					$	199,358					6.3		%
Cost of Revenue			$	113,020					$	108,826					3.9		%

Revenue in the Payments segment increased 6.3% and cost of revenue increased 3.9% for the first quarter of fiscal 2025 compared to the equivalent quarter of the prior fiscal year. Reducing Payments revenue for deconversion revenue in both quarters, which totaled $1,914 for the first quarter of fiscal 2025 and $1,006 for the first quarter of fiscal 2024, results in a 5.9% increase quarter over quarter. This increase was primarily due to higher card revenue from organic growth from higher volumes, higher payment processing revenues from higher volumes and new client revenue, and increased remote capture and ACH revenue. The Payments cost of revenue increase was primarily due to higher direct costs generally consistent with increases in lines of revenue. Deconversion and non-recurring costs did not significantly affect Payments cost of revenue quarter over quarter. Payments cost of revenue as a percentage of Payments revenue decreased 1% for the first quarter of fiscal 2025 compared to the same quarter in fiscal 2024.

Complementary			Three Months Ended September 30,												% Change
			2024						2023
Revenue			$	171,702					$	161,366					6.4		%
Cost of Revenue			$	65,967					$	60,957					8.2		%

Revenue in the Complementary segment increased 6.4% and cost of revenue increased 8.2% for the first quarter of fiscal 2025 compared to the equivalent quarter of the prior fiscal year. Reducing Complementary revenue for deconversion revenue in both quarters, which totaled $473 for the first quarter of fiscal 2025 and $1,451 for the first quarter of fiscal 2024, results in a 7.1% increase quarter over quarter. This increase was primarily driven by growth in hosting revenues as new and existing clients continued to migrate to our private cloud and processing volumes expanded and increased Jack Henry digital revenue as the number of active users increased and volumes expanded from existing and new add-on products. Reducing Complementary cost of revenue for deconversion costs in both quarters, which totaled $60 for the first quarter of fiscal 2025 and $119 for the first quarter of fiscal 2024, results in an 8.3% increase quarter over quarter. This increase was primarily due to higher amortization of capitalized software from capital software development projects and increased licenses and fees from increased deployments and prices in the current quarter. Complementary cost of revenue as a percentage of Complementary revenue increased 1% for the first quarter of fiscal 2025 compared to the same quarter in fiscal 2024.

Corporate and Other			Three Months Ended September 30,												% Change
			2024						2023
Revenue			$	21,733					$	24,205					(10.2)		%
Cost of Revenue			$	83,025					$	77,292					7.4		%

Revenue classified in the Corporate and Other segment includes revenues from other products and services and hardware not specifically attributed to the other three segments. Revenue in the Corporate and Other segment decreased 10.2% for the first quarter of fiscal 2025 compared to the equivalent quarter of the prior fiscal year. Reducing Corporate and Other revenue for deconversion revenue in both quarters, which totaled $23 for the first quarter of fiscal 2025 and $14 for the first quarter of fiscal 2024, results in a 10.3% decrease quarter over quarter. The Corporate and Other revenue decrease was primarily due to lower hardware revenue quarter over quarter.

Cost of revenue for the Corporate and Other segment includes operating expenses not directly attributable to the other three segments. The cost of revenue in the first quarter of fiscal 2025 increased 7.4% when compared to the prior fiscal year quarter. This increase was primarily due to higher personnel costs, including an increase in headcount in the trailing twelve months, higher internal licenses and fees from increased deployments and prices, and increased cloud consumption costs, quarter over quarter. Deconversion and non-recurring costs did not significantly affect Corporate and Other cost of revenue quarter over quarter.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents increased to $43,212 at September 30, 2024, from $38,284 at June 30, 2024.

The following table summarizes net cash from operating activities in the statement of cash flows:

			Three Months Ended
			September 30,
			2024						2023
Net income			$	119,191					$	101,679
Non-cash expenses			53,085						46,094
Change in receivables			26,373						72,519
Change in deferred revenue			(69,358)						(66,322)
Change in other assets and liabilities			(12,395)						3,169
Net cash provided by operating activities			$	116,896					$	157,139

Cash provided by operating activities for the first three months of fiscal 2025 decreased 26% compared to the same period last year primarily due to the decrease in the change in receivables quarter over quarter. We collected significantly more annual maintenance dollars in the fourth quarter of fiscal 2024 than we have historically collected in the fourth quarter, leaving less to be collected in the current fiscal quarter. Cash from operations is primarily used to repay debt, pay dividends, repurchase stock, for capital expenditures, and acquisitions.

Cash used in investing activities for the first three months of fiscal 2025 totaled $58,736 and included: $42,259 for the ongoing enhancement and development of existing and new product and service offerings; capital expenditures on facilities and equipment of $12,801; $2,676 for the purchase and development of internal use software; and the purchase of investment of $2,000. Cash uses were partially offset by proceeds from investments of $1,000. Cash used in investing activities for the first three months of fiscal 2024 totaled $50,526 and included: $41,486 for the development of software; $7,612 for capital expenditures; and $2,280 for the purchase and development of internal use software. Cash uses were partially offset by proceeds from dispositions of $852.

Financing activities used cash of $53,232 for the first three months of fiscal 2025 and included payments on credit facilities of $85,000, dividends paid to stockholders of $40,104, and a net cash outflow from the issuance of stock and tax withholding related to stock-based compensation of $3,128. Cash uses were partially offset by borrowings on credit facilities of $75,000. Financing activities used cash of $87,389 in the first three months of fiscal 2024 and included repayments on credit facilities of $165,000, $37,863 for the payment of dividends, and the purchase of treasury stock of $20,000. Cash uses were partially offset by borrowings on credit facilities of $135,000 and $474 net cash inflow from the issuance of stock and tax withholding related to stock-based compensation.

Capital Requirements and Resources

The Company generally uses existing resources and funds generated from operations to meet its capital requirements. Capital expenditures totaling $12,801 and $7,612 for the three months ended September 30, 2024, and September 30, 2023, respectively, were made primarily for additional equipment and the improvement of existing facilities. These additions were funded from cash generated by operations. Total consolidated capital expenditures on facilities and equipment for the Company for fiscal year 2025 are expected to be approximately $68,000 and have been or will be funded from our credit facilities and cash generated by operations.

In July 2023, the Company conducted a voluntary separation program for certain eligible employees that included a VEDIP payment for the eligible employees who chose to participate in the program. The Company made payments associated with the VEDIP program in the approximate amount of $16,443 from July 2023 through December 2023, including immaterial payments continuing into calendar year 2024.

Contractual obligations are discussed in our Annual Report on Form 10-K for the year ended June 30, 2024. There have been no material contractual obligations added for the three months ended September 30, 2024

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 September 30, 2024, there were 31,373 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,618 additional shares. The total cost of treasury shares at September 30, 2024, was $1,860,173, and the Company repurchased no shares during the first three months of fiscal 2025. At June 30, 2024, there were 31,373 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,618 additional shares. The total cost of treasury shares at June 30, 2024, was $1,860,173 and the Company repurchased 129 shares during the first three months of fiscal 2024.

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 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 September 30, 2024, the Company was in compliance with all such covenants. The amended and restated credit facility terminates August 31, 2027. There was $50,000 and $60,000 outstanding under the amended and restated credit facility at September 30, 2024 and June 30, 2024, 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 September 30, 2024, the Company was in compliance with all such covenants. The term loan credit agreement has a maturity date of May 16, 2025. There was 90,000 outstanding under the term loan at September 30, 2024 and June 30, 2024.

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%. The credit line expires on April 30, 2025. There was no balance outstanding at September 30, 2024, or June 30, 2024.