EX-99.4 5 exh99-4.htm UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF JACK HENRY JKHY Pro Forma Financial Statements Exh 99.4

 

Exhibit 99.4

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

MARCH 31, 2010

(In thousands)

(Unaudited)

Historical

Historical

Pro Forma

Pro Forma

JKHY

iPay

Adjustments

Combined





(Note 3)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

35,779

$

9,643

$

(18,376)

A

$

27,046

Investments, at amortized cost

1,000

-

1,000

Receivables

122,457

1,220

(75)

B

123,602

Prepaid expenses and other

29,142

1,091

30,233

Prepaid cost of product

20,878

1,928

(656)

C

22,150

Deferred income taxes

882

-

882





     Total current assets

210,138

13,882

(19,107)

204,913

PROPERTY AND EQUIPMENT, net

256,692

7,965

264,657

OTHER ASSETS:

Prepaid cost of product

8,447

1,599

(544)

C

9,502

Computer software, net of amortization

97,828

2,733

15,970

D

116,531

Debt Acquisition Costs, net

-

170

7,430

E

7,600

Other non-current assets

15,986

1,395

17,381

Customer relationships, net of amortization

108,373

12,267

80,211

D

200,851

Trade names

5,853

333

4,772

D

10,958

Goodwill

344,921

48,923

140,553

F

534,397





     Total other assets

581,408

67,420

248,392

897,220





     Total assets

$

1,048,238

$

89,267

$

229,285

$

1,366,790

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

7,663

$

479

$

(75)

B

$

8,067

Accrued expenses

38,342

5,200

43,542

Accrued income taxes

171

-

171

Current Revolving Facility and current maturities of capital leases

73,791

-

50,000

E

123,791

New Current Financing

100,000

E

100,000

Current portion of long term debt

-

5,719

(5,719)

E

-

Deferred revenues

110,307

6,281

(1,884)

C

114,704





     Total current liabilities

230,274

17,679

142,322

390,275

LONG TERM LIABILITIES:

Deferred revenues

10,269

1,134

(386)

C

11,017

Deferred income taxes

73,547

-

7,600

G

81,147

Long term debt, net of current portion

-

6,863

143,137

E

150,000

Other long-term liabilites, net of current maturities

10,560

203

10,763





     Total long term liabilities

94,376

8,200

150,351

252,927





     Total liabilities

324,650

25,879

295,073

645,602

STOCKHOLDERS' EQUITY

Preferred stock

-

-

-

Common stock

996

-

996

Members units

-

53,100

(53,100)

H

-

Additional paid-in capital

329,911

-

329,911

Retained earnings (accumulated deficit)

702,266

10,288

(10,288)

H

702,266

Less treasury stock at cost

(309,585)

-

(309,585)





     Total stockholders' equity

723,588

63,388

(63,388)

723,588





     Total liabilities and stockholders' equity

$

1,048,238

$

89,267

$

229,285

$

1,366,790


JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED MARCH 31, 2010

(In thousands)

(Unaudited)

Historical

Historical

Pro Forma

Pro Forma

JKHY

IPay

Adjustments

Combined





(Note 3)

REVENUE

License

$

39,806

$

-

$

$

39,806

Support and service

522,159

34,757

(1,384)

I

555,532

Hardware

46,776

-

46,776





     Total

608,741

34,757

(1,384)

642,114

COST OF SALES

Cost of license

4,015

-

4,015

Cost of support and service

320,503

15,593

2,301

J

338,397

Cost of hardware

34,239

34,239





     Total

358,757

15,593

2,301

376,651





GROSS PROFIT

249,984

19,164

(3,685)

265,463

OPERATING EXPENSES

Selling and marketing

43,756

2,290

46,046

Research and development

36,488

821

37,309

General and administrative

36,781

5,665

42,446





     Total

117,025

8,776

-

125,801





OPERATING INCOME

132,959

10,388

(3,685)

139,662

INTEREST INCOME (EXPENSE)

Interest income

54

30

84

Interest expense

(419)

(504)

(6,859)

K

(7,782)





     Total

(365)

(474)

(6,859)

(7,698)





INCOME FROM

OPERATIONS BEFORE INCOME TAXES

132,594

9,914

(10,544)

131,964

PROVISION FOR INCOME TAXES

44,708

298

1,181

L

46,187





NET INCOME

$

87,886

$

9,616

$

(11,725)

$

85,777


JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 2009

(In thousands)

(Unaudited)

Historical

Historical

Pro Forma

Pro Forma

JKHY

IPay

Adjustments

Combined





(Note 3)

REVENUE

License

$

58,434

$

-

$

$

58,434

Support and service

614,242

39,335

(1,800)

I

651,777

Hardware

72,917

-

72,917





     Total

745,593

39,335

(1,800)

783,128





COST OF SALES

Cost of license

6,885

-

6,885

Cost of support and service

385,837

18,223

3,114

J

407,174

Cost of hardware

53,472

-

53,472





     Total

446,194

18,223

3,114

467,531





GROSS PROFIT

299,399

21,112

(4,914)

315,597

OPERATING EXPENSES

Selling and marketing

54,931

2,618

57,549

Research and development

42,901

818

43,719

General and administrative

43,681

7,338

51,019





     Total

141,513

10,774

-

152,287





OPERATING INCOME

157,886

10,338

(4,914)

163,310

INTEREST INCOME (EXPENSE)

Interest income

781

23

804

Interest expense

(1,357)

(1,128)

(10,444)

K

(12,929)





     Total

(576)

(1,105)

(10,444)

(12,125)





INCOME FROM

OPERATIONS BEFORE INCOME TAXES

157,310

9,233

(15,358)

151,185

PROVISION FOR INCOME TAXES

54,208

98

(1,391)

L

52,915





NET INCOME

$

103,102

$

9,135

$

(13,967)

$

98,270


Notes to Pro Forma Condensed Consolidated Financial Statements

(In Thousands)

(Unaudited)

Note 1: Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of Jack Henry and iPay after giving effect to the cash to be paid by Jack Henry to consummate the iPay acquisition, as well as certain pro forma adjustments.

The unaudited pro forma condensed consolidated balance sheet data assumes that the acquisition of iPay occurred on March 31, 2010. As Jack Henry has a fiscal year ending on June 30 and iPay had a fiscal year ending on December 31, the pro forma condensed consolidated balance sheet combines the historical balances of Jack Henry as of March 31, 2010 with the historical balances of iPay as of March 31, 2010, plus pro forma adjustments.

The unaudited pro forma condensed consolidated statements of operations data assumes that the acquisition of iPay occurred on July 1, 2008. As Jack Henry has a fiscal year ending on June 30 and iPay had a fiscal year ending on December 31, the pro forma condensed consolidated financial statements include a pro forma statement of operations combining the historical results of Jack Henry for the year ended June 30, 2009 with the historical results of iPay for the twelve months ended June 30, 2009, plus pro forma adjustments In addition, they include a pro forma statement of operations combining the historical results of Jack Henry for the nine months ended March 31, 2010 with the historical results of iPay for the same period, plus pro forma adjustments. iPay's data has been calculated by combining its interim data for each month within the period.

The unaudited pro forma condensed consolidated financial statements assume that the acquisition is accounted for in accordance with generally accepted accounting principles for business combinations and represents the current pro forma information based upon available information of the combining companies' results of operations during the periods presented. As of the date of this document, Jack Henry has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the iPay assets acquired and liabilities assumed and the related allocations of the purchase price. However, Jack Henry has made certain adjustments to the historical book values of the assets and liabilities of iPay, based on currently available information, to reflect certain preliminary estimates of fair value in preparing the unaudited pro forma condensed consolidated financial data. The preliminary purchase price allocation assigns values to certain identifiable intangible assets, including customer relationships and core technology. Actual results may differ materially from this unaudited pro forma condensed consolidated data once Jack Henry has completed the detailed valuation studies necessary to finalize the required purchase price allocation.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to be indicative of the results of operations or financial position for future periods or the results that actually would have been realized had the acquisition described above been consummated as of March 31, 2010 or July 1, 2008.

Note 2: Preliminary Purchase Price Allocation.

The purchase price was $301,143, paid in cash. The purchase price was funded primarily by approximately $300,000 borrowed under a new credit agreement.

The purchase price will be allocated to iPay tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. Based upon a preliminary valuation, the purchase price was allocated as follows:

Current assets

$        3,691

Non-current assets

6,389

Intangible assets

116,286

Goodwill

191,906


Total assets acquired

318,272

Liabilities assumed

(17,129)


Net assets acquired

$      301,143

The preliminary allocation of the purchase price is based upon management's estimates. As noted below, these estimates and assumptions are subject to change upon final valuation.

Deferred Revenues: For the purpose of these pro forma condensed consolidated statements, the fair value of deferred revenue, defined as fulfillment costs plus profit margin, has been assumed to approximate 70% of its carrying value. The pro forma condensed consolidated balance sheet and statements of operations reflect the estimated impact on deferred revenue and revenue that would occur as a result of this adjustment.

Cash and other net tangible assets/liabilities: Cash and other net tangible assets and liabilities were recorded at their respective carrying amounts for the purpose of these unaudited pro forma condensed consolidated statements. It was assumed that these carrying values approximate their fair values.

Goodwill: Goodwill represents the excess of the purchase price over the estimated fair value of tangible and identifiable intangible net assets acquired.

Identifiable intangible assets: Identifiable intangible assets acquired include developed software. In-process research and development, customer relationships and tradenames.

The fair value of intangible assets is based on management's preliminary valuation.

Deferred tax balances: For the purpose of these pro forma statements, the deferred taxes arising from the acquisition have been estimated using a rate of 37%. The final valuation of the deferred tax assets may have a material impact on the final purchase price allocation, and could result in an allocation of goodwill materially different from that indicated herein.

Pre-acquisition contingencies: Jack Henry has not identified any pre-acquisition contingencies where a liability is probable and where the amount of the liability can be reasonably estimated. If information becomes available prior to the end of the purchase price measurement period that would indicate that it was probable that a liability existed at the acquisition date, such items will be included in the purchase price allocation to the extent that can be reasonably estimated. These amounts identified, if any, would result in additional goodwill.

Note 3: Reclassifications and Pro Forma Adjustments

The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:

  1. Represents the total cash consideration paid by Jack Henry upon consummation of the acquisition of $8,733, plus the elimination of iPay's existing cash balances which were withdrawn by former ownership prior to closing.
  2. To eliminate iPay's receivable from and Jack Henry's payable to iPay as of the assumed transaction date.
  3. To record reductions in the balance of prepaid expenses and deferred revenues to reflect estimated fair value at the assumed transaction date. Management estimated a fair value at 70% of carrying value.
  4. To record the preliminary valuation of identifiable intangible assets related to the acquisition of iPay.
  5. Estimated Useful Life


    Acquired technology-based intangible assets

    $    16,440

    6 years

    In-process research and development

    2,263

    *

    Acquired customer-based intangible assets

    92,478

    20 years

    Acquired tradenames

    5,105

    *


    Total

    116,286

    Elimination of iPay historical intangible assets

    (15,333)


    $   100,953

    * In-process research and development will not be amortized until the underlying development projects are completed. Acquired tradenames are assumed to have an indefinite life.

  6. To record debt acquisition costs of approximately $7,600 and eliminate iPay historical debt acquisition costs of $170 and to record the acquisition of debt related to the transaction of $300,000 and the elimination of historical iPay debt of $12,582 that was liquidated at closing.
  7. To record the preliminary valuation of goodwill related to the acquisition of iPay of $189,476 and eliminate the historical iPay goodwill of $48,923.
  8. To record estimated deferred tax liabilities related to the acquisition of iPay.
  9. To eliminate iPay's historical equity balances.
  10. To eliminate the intercompany revenue included in iPay's historical revenue.
  11. To record the estimated amortization expense related to the identifiable intangible assets recognized upon the acquisition of iPay, to eliminate intercompany costs and historical amortization.

  12. Year
    Ended
    6/30/09

    Nine
    Months
    Ended
    3/31/10



    Estimated amortization on acquired intangible assets

    $      7,364

    $   5,523

    Elimination of historical iPay amortization expense

    (2,450)

    (1,838)

    Elimination of intercompany costs (see item I)

    (1,800)

    (1,384)



    $     3,114

    $   2,301

  13. To record estimated interest expense from debt issued and the amortization of debt acquisition costs. These amounts were estimated using the interest rates in effect at the inception of the loans. The loans have varying interest rates. If the rates on the loans were to increase by 0.125%, the estimated interest expense would increase by approximately $400 and $250 for the periods ending June 30, 2009 and March 31, 2010, respectively.
  14. To record the estimated income tax effect of the business combination and the pro forma adjustments at the statutory rate. The pro forma combined provision for income taxes does not necessarily represent the amounts that would have resulted had Jack Henry and iPay filed consolidated income tax returns for the period presented.