jkhy-20210331

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 March 31, 2021


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 Principle 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 April 29, 2021, the Registrant had 74,282,912 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 March 31, 2021 and June 30, 2020 (Unaudited)	3

	Condensed Consolidated Statements of Income for the Three and Nine Months Ended March 31, 2021 and 2020 (Unaudited)	5

	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Nine Months Ended March 31, 2021 and 2020 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2021 and 2020 (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	29

PART II	OTHER INFORMATION	29

ITEM 1.	Legal Proceedings	29



ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

ITEM 6.	Exhibits	30

	Signatures	31

In this report, all references to "Jack Henry," “JKHY,” 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 year ended June 30, 2020, 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

Table of Contents


JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
(Unaudited)
	March 31, 2021		June 30, 2020

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	70,116	$	213,345
Receivables, net	207,736		300,945
Income tax receivable	9,511		21,051
Prepaid expenses and other	107,575		95,525
Deferred costs	47,731		38,235

Total current assets	442,669		669,101
PROPERTY AND EQUIPMENT, net	248,041		273,432
OTHER ASSETS:
Non-current deferred costs	125,036		113,525
Computer software, net of amortization	360,335		340,466
Other non-current assets	234,838		220,591
Customer relationships, net of amortization	85,254		95,108
Other intangible assets, net of amortization	27,868		29,917
Goodwill	687,458		686,334
Total other assets	1,520,789		1,485,941
Total assets	$	2,211,499	$	2,428,474
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,833	$	9,880
Accrued expenses	152,669		166,689


Notes payable and current maturities of long-term debt	117		115
Deferred revenues	141,110		318,161
Total current liabilities	301,729		494,845
LONG-TERM LIABILITIES:
Non-current deferred revenues	70,928		71,461
Deferred income tax liability	257,203		243,998
Debt, net of current maturities	200,120		208
Other long-term liabilities	66,076		68,274
Total long-term liabilities	594,327		383,941
Total liabilities	896,056		878,786
STOCKHOLDERS' EQUITY
Preferred stock - $1 par value; 500,000 shares authorized, none issued	—		—
Common stock - $0.01 par value; 250,000,000 shares authorized; 103,765,778 shares issued at March 31, 2021; 103,622,563 shares issued at June 30, 2020	1,038		1,036
Additional paid-in capital	510,800		495,005
Retained earnings	2,369,656		2,235,320
Less treasury stock at cost 29,492,903 shares at March 31, 2021; 26,992,903 shares at June 30, 2020	(1,566,051)		(1,181,673)
Total stockholders' equity	1,315,443		1,549,688
Total liabilities and equity	$	2,211,499	$	2,428,474

See notes to condensed consolidated financial statements

Table of Contents


JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2021		2020		2021		2020

REVENUE	$	433,776	$	429,406	$	1,307,938	$	1,286,530

EXPENSES
Cost of Revenue	267,770		258,571		788,481		753,629
Research and Development	27,395		28,308		80,233		80,086
Selling, General, and Administrative	47,408		50,589		136,801		148,985

Total Expenses	342,573		337,468		1,005,515		982,700

OPERATING INCOME	91,203		91,938		302,423		303,830

INTEREST INCOME (EXPENSE)
Interest Income	24		197		144		1,050
Interest Expense	(290)		(165)		(525)		(477)
Total Interest Income (Expense)	(266)		32		(381)		573

INCOME BEFORE INCOME TAXES	90,937		91,970

SEC Form 10-Q filed by Jack Henry & Associates, Inc.