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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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.
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(Exact name of registrant as specified in its charter)
Delaware 43-1128385
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(State or other jurisdiction I.R.S. Employer
of incorporation) Identification No.)
663 Highway 60, P. O. Box 807, Monett, MO 65708
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(Address of principal executive offices)
(Zip Code)
417-235-6652
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since
last report)
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 x No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of October 28, 2002, Registrant had 87,658,911 shares of common
stock outstanding ($.01 par value).
JACK HENRY & ASSOCIATES, INC.
CONTENTS
PART I FINANCIAL INFORMATION PAGE NO.
Item 1 Financial Statements
Condensed Consolidated Balance Sheets 3
September 30, 2002, (Unaudited) and June 30, 2002
Condensed Consolidated Statements of Income, 4
Three Months Ended September 30, 2002 and 2001
(Unaudited)
Condensed Consolidated Statements of Cash Flows, 5
Three Months Ended September 30, 2002 and 2001
(Unaudited)
Notes to the Condensed Consolidated Financial 6
Statements (Unaudited)
Item 2 Management's Discussion and Analysis of Results 8
of Operations and Financial Condition
Item 3 Quantitative and Qualitative Disclosure about 11
Market Risk
Item 4 Controls and Procedures 11
PART II OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security 11
Holders
Item 6 Exhibits and Reports on Form 8-K 12
Part I. Financial Information
Item 1. Financial Statements
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
SEPTEMBER 30, JUNE 30,
2002 2002
----------- -----------
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 41,668 $ 17,765
Investments, at amortized cost 997 997
Trade receivables 71,970 131,431
Prepaid cost of product 18,311 17,663
Prepaid expenses and other 11,197 11,221
Deferred income taxes 1,000 900
----------- -----------
Total $ 145,143 $ 179,977
PROPERTY AND EQUIPMENT, net $ 184,467 $ 173,775
OTHER ASSETS:
Goodwill 40,335 40,335
Trade names 3,699 3,699
Customer relationships, net of amortization 61,961 63,130
Computer software, net of amortization 8,396 7,499
Prepaid cost of product 12,054 12,992
Other non-current assets 4,895 4,735
----------- -----------
Total $ 131,340 $ 132,390
----------- -----------
Total assets $ 460,950 $ 486,142
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 9,969 $ 9,051
Accrued expenses 8,350 11,352
Accrued income taxes 3,208 225
Deferred revenues 71,782 92,028
----------- -----------
Total $ 93,309 $ 112,656
DEFERRED REVENUES 16,056 16,947
DEFERRED INCOME TAXES 17,800 15,800
----------- -----------
Total liabilities $ 127,165 $ 145,403
STOCKHOLDERS' EQUITY:
Preferred stock - $1 par value; 500,000
shares authorized; None issued - -
Common stock - $.01 par value; shares
authorized 250,000,000; shares issued
at 9/30/02 and 6/30/02 90,519,856 905 905
Additional paid-in capital 168,137 168,061
Retained earnings 208,934 201,162
Treasury stock at cost; 2,611,745 shares
at 9/30/02; 1,568,910 shares at 6/30/02 (44,191) (29,389)
----------- -----------
Total stockholders' equity $ 333,785 $ 340,739
----------- -----------
Total liabilities and stockholders' equity $ 460,950 $ 486,142
=========== ===========
See notes to condensed consolidated financial statements.
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended
September 30,
-------------------------
2002 2001
----------- -----------
REVENUES
Licensing and installation $ 18,293 $ 22,270
Support and service 47,617 41,606
Hardware sales 21,570 22,256
Customer reimbursements 6,498 6,435
----------- -----------
Total $ 93,978 $ 92,567
COST OF SALES
Cost of services 36,203 32,204
Cost of hardware 16,164 14,879
Customer reimbursement expenses 6,498 6,435
----------- -----------
Total $ 58,865 $ 53,518
----------- -----------
GROSS PROFIT $ 35,113 $ 39,049
OPERATING EXPENSES
Selling and marketing 7,199 6,569
Research and development 3,551 2,910
General and administrative 6,736 7,505
----------- -----------
Total $ 17,486 $ 16,984
----------- -----------
OPERATING INCOME $ 17,627 $ 22,065
INTEREST INCOME (EXPENSE)
Interest income 187 819
Interest expense (23) (47)
----------- -----------
Total $ 164 $ 772
----------- -----------
INCOME BEFORE INCOME TAXES $ 17,791 $ 22,837
PROVISION FOR INCOME TAXES 6,493 8,221
----------- -----------
NET INCOME $ 11,298 $ 14,616
=========== ===========
Diluted income per share $ .13 $ .16
=========== ===========
Diluted weighted average shares outstanding 89,579 92,724
=========== ===========
Basic net income per share $ .13 $ .16
=========== ===========
Basic weighted average shares outstanding 88,085 88,952
=========== ===========
See notes to condensed consolidated financial statements.
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Three Months Ended
September 30,
-------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: 2002 2001
----------- -----------
Net Income $ 11,298 $ 14,616
Adjustments to reconcile net income to
cash from operating activities:
Depreciation 5,773 4,570
Amortization 1,543 1,777
Deferred income taxes 1,900 (444)
Other, net ( 6) (136)
Changes in:
Trade receivables 59,461 38,513
Prepaid expenses and other 138 3,155
Accounts payable 918 (9,093)
Accrued expenses (3,002) (3,340)
Income taxes (including tax benefit
from exercise of stock options) 3,054 7,562
Deferred revenues (21,136) (15,800)
----------- -----------
Net cash from operating activities $ 59,941 $ 41,380
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $ (16,466) $ (11,222)
Purchase of investments ( 996) -
Proceeds from maturity of investments 1,000 -
Computer software developed/purchased (1,271) (402)
Other, net 18 50
----------- -----------
Net cash from investing activities $ (17,715) $ (11,574)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock upon
exercise of stock options $ 432 $ 1,318
Proceeds from sale of common stock, net 215 196
Dividends paid ( 3,076) ( 2,672)
Principal payments on notes payable - (22)
Purchase of treasury stock (15,894) (2,207)
----------- -----------
Net cash from financing activities $ (18,323) $ (3,387)
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 23,903 $ 26,419
Cash and cash equivalents at beginning of period 17,765 18,589
----------- -----------
Cash and cash equivalents at end of period $ 41,668 $ 45,008
=========== ===========
See notes to condensed consolidated financial statements
Net cash paid for income taxes was $1,539 and $566 for the three months
ended September 30, 2002 and 2001, respectively.
The Company paid interest of $23 and $42 for the three months ended
September 30, 2002 and 2001, respectively.
JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE COMPANY
Jack Henry & Associates, Inc. ("JHA" or the "Company") is a computer
software company which has developed or acquired several banking and credit
union software systems. The Company's revenues are predominately earned by
marketing those systems to financial institutions nationwide together with
computer equipment (hardware) and by providing the conversion and software
customization services for a financial institution to install a JHA software
system. JHA also provides continuing support and services to customers
using the systems either in-house or outsourced.
CONSOLIDATION
The condensed consolidated financial statements include the accounts of JHA
and all of its wholly-owned subsidiaries and all significant intercompany
accounts and transactions have been eliminated.
COMPREHENSIVE INCOME
Comprehensive income for each of the three-month periods ended September 30,
2002 and 2001, equals the Company's net income.
RECLASSIFICATION
Where appropriate, prior period financial information has been reclassified
to conform with the current period's presentation.
OTHER 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 Annual
Report on Form 10-K ("Form 10-K") for the fiscal year ended June 30, 2002.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards ("SFAS") No.144, Accounting for
the Impairment or Disposal of Long-Lived Assets, was issued in August 2001.
This Statement addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This Statement supersedes SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of, and the accounting and reporting provisions
of Accounting Principles Board Opinion No. 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business (as previously
defined in that Opinion). The provisions of this Statement are effective
for financial statements issued for fiscal years beginning after
December 15, 2001 (July 1, 2002 for JHA), and interim periods within those
fiscal years, with early application encouraged. The adoption of this
standard on July 1, 2002 did not have a material effect on the Company's
consolidated financial position or results of operations.
3. 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 and in accordance with accounting principles
generally accepted in the United States of America 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 Form 10-K for the year
ended June 30, 2002.
In the opinion of management of the Company, the accompanying condensed
consolidated financial statements reflect all adjustments necessary
(consisting solely of normal recurring adjustments) to present fairly the
financial position of the Company as of September 30, 2002, the results of
its operations and its cash flows for the three months ended September 30,
2002 and 2001.
The results of operations for the period ended September 30, 2002 are not
necessarily indicative of the results to be expected for the entire year.
4. ADDITIONAL INTERIM FOOTNOTE INFORMATION
The following additional information is provided to update the notes to the
Company's annual consolidated financial statements for developments during
the three months ended September 30, 2002:
Stock Repurchase Program
On October 4, 2002, the Company's Board of Directors increased its existing
stock repurchase authorization by 3.0 million shares to 6.0 million total
shares. On September 21, 2001, the Board of Directors had originally
approved a program to repurchase up to 3.0 million shares of common stock.
As of September 30, 2002, 2,675,910 shares have been purchased for $45.3
million. The Company issued 64,165 shares to the Employee Stock Purchase
Plan, leaving a balance of 2,611,745 treasury shares at a cost of $44.2
million at September 30, 2002.
5. SHARES USED IN COMPUTING NET INCOME PER SHARE
(In Thousands)
Three Months Ended
September 30,
-----------------------
2002 2001
------ ------
Weighted average number of common
shares outstanding - basic 88,085 88,952
Common stock equivalents 1,494 3,772
------ ------
Weighted average number of common
and common equivalent shares
outstanding - diluted 89,579 92,724
====== ======
Per share information is based on the weighted average number of common
shares outstanding for the periods ended September 30, 2002 and 2001. Stock
options have been included in the calculation of income per share to the
extent they are dilutive.
Stock options to purchase approximately 6,034,848 shares and 482,315 shares
for the three month periods ended September 30, 2002 and 2001, respectively,
were not dilutive; and therefore, were not included in the computation of
diluted income per common share.
6. BUSINESS SEGMENT INFORMATION
The Company is a leading provider of integrated computer systems that
perform data processing (available for in-house or outsourced installations)
for banks and credit unions. The Company evaluates the performance of the
banking and credit union segments and allocates resources to them based on
various factors, including prospects for growth, return on investment and
return on revenues.
(In Thousands)
Three Months Ended
September 30,
-----------------------
2002 2001
-------- --------
Revenues
Bank systems and services $ 80,702 $ 79,027
Credit union systems and services 13,276 13,540
-------- --------
Total $ 93,978 $ 92,567
======== ========
Gross Profit
Bank systems and services $ 30,933 $ 34,173
Credit union systems and services 4,180 4,876
-------- --------
Total $ 35,113 $ 39,049
======== ========
(In Thousands)
September 30, June 30,
2002 2002
-------- --------
Property and equipment, net
Bank systems and services $ 181,917 $ 170,882
Credit union systems and services 2,550 2,893
-------- --------
Total $ 184,467 $ 173,775
======== ========
Intangible assets, net
Bank systems and services $ 75,073 $ 71,333
Credit union systems and services 39,318 43,330
-------- --------
Total $ 114,391 $ 114,663
======== ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Background and Overview
Jack Henry and Associates, Inc. provides integrated computer systems for in-
house and outsourced data processing to commercial banks with under $10.0
billion in total assets, credit unions and other financial institutions. The
Company has developed and acquired banking and credit union application
software systems that we market, together with compatible computer hardware,
to financial institutions throughout the United States. The Company also
performs data conversion and software installation for the implementation of
our systems and provide continuing customer maintenance and support services
after the systems are installed. For our customers who prefer not to make an
up-front investment in software and hardware, we provide our full range of
products and services on an outsourced basis through our eight data centers
and fourteen item processing centers located across the United States.
A detailed discussion of the major components of the results of operations
for the three month period ended September 30, 2002, as compared to the same
period in the previous year follows:
REVENUE - Revenues increased 2% to $94.0 million for the three months ended
September 30, 2002 from $92.6 million for the same period last year. Non-
hardware revenues increased 3% to $72.4 million, accounting for 77% of first
quarter fiscal 2003 revenues, compared to $70.3 million in the first quarter
a year ago, representing 76% of revenue. Support and services revenues
increased 14% to $47.6 million for the three months ended September 30, 2002
compared to $41.6 million in the same period in the previous year.
Licensing and installation revenues decreased 18% from $22.3 million for the
three months ended September 30, 2001 to $18.3 million for the three months
ended September 30, 2002. Hardware revenues totaled $21.5 million or 23% of
total revenues for the first quarter compared to $22.3 million or 24% of
total revenues in the same period in the previous year.
Support and services revenue growth for the three months ended September 30,
2002 is attributable to continuing growth in outsourcing services, ATM and
debit card processing services and additional in-house support revenue,
which is all recurring revenue. We believe that the decline in licensing,
installation and hardware revenue is due to the industry-wide softness and
reduction in the capital goods marketplace. Our complimentary and credit
union products have remained strong contributors during these economic
times. We remain confident that when the market recovers, we will be
positioned to generate strong sales.
Our backlog increased at September 30, 2002 to $146.5 million ($53.2 in-
house and $93.3 outsourcing) from $141.7 million ($52.8 in-house and $88.9
outsourcing) at June 30, 2002 and $128.9 million ($49.8 in-house and $79.1
outsourcing) at September 30, 2001.
COST OF SALES - Cost of sales increased 10% for the three months ended
September 30, 2002 from $53.5 million in September 30, 2001 to $58.9
million. Cost of services and customer reimbursements increased 11% to
$42.7 million from $38.6 million, primarily due to the increase in
outsourcing, ATM and debit card transaction processing and in-house support
revenue. While software sales were slow during the first quarter, our
employee cost increased due to continued support and services, along with
additional depreciation expense. Cost of hardware increased 9% over the same
three month period last year due to the effect of reduced incentives from
hardware suppliers. These incentives are based on thresholds that were
established from much higher sales volumes in the prior year plus additional
vendor discounts that we passed on to the customer.
GROSS PROFIT - Gross profit decreased 10% to $35.1 million or 37% of revenue
compared to $39.0 million or 42% of revenue in the first quarter of 2002.
Non-hardware margin was 41% for this quarter compared to 45% in the same
quarter last year. Hardware margin was 25% compared to 33% in the first
quarter a year ago.
Gross profit margins can fluctuate from quarter to quarter due to the mix of
products and services sold, incentives from hardware suppliers, and other
factors, as noted in the revenue and cost of sales discussion.
OPERATING EXPENSES - Total operating expenses increased 3% to $17.5 million
in the three months ended September 30, 2002 compared to $17.0 million in
the same period for the prior year. Selling and marketing expenses
increased 10%, research and development expenses increased 22% and general
and administrative expenses decreased 10% in the same three month period.
Selling and marketing expense increased for the first quarter, primarily due
to increased personnel costs related to increased sales force. Research and
development increased primarily due to increases in personnel to allow for
continued development of new products and improvement of existing products.
General and administrative expenses decreased primarily due to continued
efforts to control expenses by management and lower employee benefit costs
this year in the area of our self-insured health care benefits.
INTEREST INCOME (EXPENSE) - Net interest income for the three months ended
September 30, 2002 reflects a decrease of $608,000 when compared to the same
period last year due to lower interest rates on our cash investments and
decreased borrowings.
PROVISION FOR INCOME TAXES - The provision for income taxes was $6.5
million, or 36.5% of income before income taxes for the three months ended
September 30, 2002 compared with $8.2 million or 36% of income before income
taxes for the same period last year. The tax rate was adjusted due to a
change in estimates relating to permanent timing differences.
NET INCOME - Net income for the first quarter was $11.3 million or $.13 per
diluted share compared to $14.6 million, or $.16 per diluted share in the
same period last year.
Business Segment Discussion
Revenues in the bank systems and services business segment increased 2.0%
from $79.0 million to $80.7 million for the three months ended September 30,
2001 and 2002, respectively. Gross profit decreased 9% from $34.1 million
in the first quarter of the previous year to $31.0 million in the current
first quarter. Gross profit margin decreased 11% to 38% from 43% for the
current first quarter compared to the same quarter in the previous year.
Gross profit margins decreased primarily due to decline in licensing revenue
relating to an industry wide software slowdown along with higher employee
costs, higher depreciation expense and reduced vendor incentives.
Revenues in the credit union systems and services business segment decreased
2% from $13.5 million to $13.3 million for the three months ended September
30, 2001 and 2002, respectively. Gross profit decreased 14% from $4.9
million in the first quarter of the previous year to $4.2 million in the
current first quarter. Gross profit margin decreased in the current first
quarter compared to the same quarter in the previous year from 36% to 32%.
The credit union segment gross profit margin was also impacted by increases
in personnel costs, customer reimbursements and reduction in hardware
margins due to reduced vendor incentives.
FINANCIAL CONDITION
Liquidity
The Company's cash and cash equivalents and investments increased to $42.6
million at September 30, 2002, from $18.7 million at June 30, 2002,
primarily due to collection of annual in-house support fees billed at June
30, reduced by cash outlays for treasury stock purchased and capital
expenditures.
JHA has available credit lines totaling $58.0 million at September 30, 2002.
Capital Requirements and Resources
JHA generally uses existing resources and funds generated from operations
to meet its capital requirements. Capital expenditures totaling $16.5
million and $11.2 million for the three month period ended September 30,
2002 and 2001, respectively, were made for expansion of facilities and
additional equipment. These were funded from cash generated by operations.
The total consolidated capital expenditures of JHA, excluding acquisition
costs, are not expected to exceed $45 million for fiscal year 2003.
The Company paid a $.035 per share cash dividend on September 20, 2002 to
stockholders of record on September 6, 2002 which was funded from
operations. In addition, the Company's Board of Directors, subsequent to
September 30, 2002, declared a quarterly cash dividend of $.035 per share on
its common stock payable December 3, 2002 to stockholders of record on
November 19, 2002. This dividend will be funded by cash generated from
operations.
Critical Accounting Policies
The Company regularly reviews its selection and application of significant
accounting policies and related financial disclosures. The application of
these accounting policies requires that management make estimates and
judgments. The estimates that affect the application of our most critical
accounting policies and require our most significant judgments are outlined
in Management's Discussion and Analysis of Financial Condition and Results
of Operations - "Critical Accounting Policies" - contained in our annual
report on Form 10-K for the year ended June 30, 2002.
Forward Looking Statements
The Management's Discussion and Analysis of Results of Operations and
Financial Condition and other portions of this report contain forward-
looking statements within the meaning of federal securities laws. Actual
results are subject to risks and uncertainties, including both those
specific to the Company and those specific to the industry, which could
cause results to differ materially from those contemplated. The risks and
uncertainties include, but are not limited to, the matters detailed at Risk
Factors in its Annual Report on Form 10-K for the fiscal year ended
June 30, 2002. Undue reliance should not be placed on the forward-looking
statements. The Company does not undertake any obligation to publicly update
any forward-look statements.
CONCLUSION
JHA's results of operations and its financial position continued to be
favorable during the three months ended September 30, 2002. This reflects
the continuing attitude of cooperation and commitment by each employee,
management's ongoing cost control efforts and commitment to deliver top
quality products and services to the markets it serves.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk refers to the risk that a change in the level of one or more
market prices, interest rates, indices, volatilities, correlations or other
market factors such as liquidity, will result in losses for a certain
financial instrument or group of financial instruments. We are currently
exposed to credit risk on credit extended to customers and interest risk on
investments in U.S. government securities. We actively monitor these risks
through a variety of controlled procedures involving senior management. We
do not currently use any derivative financial instruments. Based on the
controls in place, credit worthiness of the customer base and the relative
size of these financial instruments, we believe the risk associated with
these exposures will not have a material adverse effect on our consolidated
financial position or results of operations.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures
Within 90 days prior to the filing of this report, under the supervision and
with the participation of the Company's management, including the Company's
Chief Executive Officer (CEO) and Chief Financial Officer (CFO), an
evaluation of the effectiveness of the Company's disclosure controls and
procedures was performed. Based on this evaluation, the CEO and CFO have
concluded that the Company's disclosure controls and procedures are
effective to ensure that material information is recorded, processed,
summarized and reported by management of the Company on a timely basis in
order to comply with the Company's disclosure obligations under the
Securities Exchange Act of 1934 and the SEC rules thereunder.
There have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the
date of their last evaluation.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Stockholders of Jack Henry & Associates, Inc.
was held on October 29, 2002, for the purpose of electing a board of
directors. Proxies for the meeting were solicited pursuant to Section 14
(a) of the Securities and Exchange Act of 1934 and there was no solicitation
in opposition to management's recommendations. Management's nominees for
director, all incumbents, were elected with the number of votes for and
withheld as indicated below:
For Withheld
---------- ----------
John W. Henry 79,540,098 2,160,097
Jerry D. Hall 79,864,112 1,836,083
Michael J. Henry 70,848,201 10,851,994
James J. Ellis 78,742,517 2,957,678
Burton O. George 79,193,127 2,507,068
George R. Curry 78,720,915 2,979,280
Also approved was an amendment of the 1996 Stock Option Plan to increase the
number of shares available for issuance under the plan by 5,000,000 shares
to a total of 18,000,000 shares, with the number of votes as indicated
below:
For Against Withheld Broker-No Votes
---------- ---------- -------- ---------------
50,785,991 14,642,532 227,975 16,043,696
ITEM 6. Exhibits and Reports on Form 8-K
On October 4, 2002, the Company filed a Form 8-K with respect to Board
authorization of a program to repurchase up to three million additional
shares of common stock.
On October 4, 2002, the Company filed a Form 8-K incorporating its press
release dated October 3, 2002 announcing anticipated earnings and revenues
for its first fiscal quarter of 2003, ended September 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report on Form 10-Q to be
signed on behalf of the undersigned thereunto duly authorized.
JACK HENRY & ASSOCIATES, INC.
Date: November 14, 2002 /s/ Michael E. Henry
--------------------
Michael E. Henry
Chairman of the Board
Chief Executive Officer
Date: November 14, 2002 /s/ Kevin D. Williams
---------------------
Kevin D. Williams
Treasurer and Chief Financial Officer
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
Each of the undersigned hereby certifies in his capacity as an officer of
Jack Henry & Associates, Inc., Inc. (the "Company") that the Quarterly
Report of the Company on Form 10-Q for the period ended September 30, 2002
fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in such report
fairly presents, in all material respects, the financial condition of the
Company at the end of such period and the results of operations of the
Company for such period.
Dated: November 14, 2002
/s/ Michael E. Henry
-----------------------------------
Michael E. Henry
Chief Executive Officer
Dated: November 14, 2002
/s/ Kevin D. Williams
------------------------------------
Kevin D. Williams
Chief Financial Officer
CERTIFICATION
-------------
I, Michael E. Henry, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Jack Henry &
Associates, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ Michael E. Henry
------------------------------
Michael E. Henry
Chief Executive Officer
CERTIFICATION
-------------
I, Kevin D. Williams, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Jack Henry &
Associates, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ Kevin D. Williams
-------------------------------
Kevin D. Williams
Chief Financial Officer