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Executives

Kevin Williams - CFO

Jack Prim - CEO

Tony Wormington - President

Analysts

John Kraft - D. A. Davidson

Bryan Keane - Credit Suisse

Jon Maietta - Needham & Company

Dave Koning - Baird

Greg Smith - Duncan Williams

Paul Bartolai - PB Investment Research

Gil Luria - Wedbush

Tim Willi - Wells Fargo

Jack Henry & Associates Inc. (JKHY) F4Q09 (Qtr End 06/30/09) Earnings Call August 19, 2009 8:45 AM ET

Operator

Good day, and welcome to the Jack Henry & Associates fourth quarter fiscal year 2009 conference call. Today's conference is being recorded. With us today are Chief Executive Officer, Mr. Jack Prim; Chief Financial Officer, Mr. Kevin Williams; and President, Mr. Tony Wormington.

At this time, I would like to turn the conference over to Mr. Kevin Williams. Please go ahead, sir.

Kevin Williams

Thank you. Good morning, and welcome to the Jack Henry & Associates fourth quarter fiscal 2009 year end conference call. Statements or responses to questions maybe made in this conversation, which are forward-looking or deal with expectations about the future. Like any statements about the future, these are subject to a number of factors, which could cause actual results to differ materially from those which we anticipate. Such factors are disclosed in our recent SEC filing. There could also be other factors not included that could potentially cause results to differ materially.

Again, thank you for joining us. We are pleased to host the call this morning to write a update and report our financial results for the fourth fiscal quarter and fiscal year ended June 30, 2009.

With that, I will now turn the call over to Jack Prim, CEO.

Jack Prim

Thanks, Kevin. I can't recall when I have been glad the recent end of the fiscal year as I am to close out fiscal 2009. Last 12 months have represented the most challenging, uncertain and rapidly deteriorating economic environment for our customers that I have seen in over 30 years in the business. We feel fortunate to be able to finish the year with flat revenues and increased earnings per share in such an environment.

In spite of the unprecedented difficulties, we saw a number of positive accomplishments during the year. In the fourth quarter, we signed two of the largest transactions in the company's history when we signed Whitney National Bank in New Orleans with over $12 billion in assets and Community Bank in Canton, New York with over $5 million in assets.

These companies manage to adhere to the long-term deal even in the midst of the economic obstacles and committed the major platform modernization projects that will position them to take advantage of the eventual upturn in the economy.

Our Symitar segment continue to be now decade long string of years, leading the credit union industry in new core system sales, exceeding in number, if not in size, their strong 2008 performance with 33 new customer signings. And this is accomplished while at the same time maintaining and improving the strongest reputation in the industry for implementation quality in customer service.

Again, we are encouraged that even more credit unions in FY '09 while taking massive deposit and insurance assessment, we are able to hold their long-term view and invest in systems that would allow them to better serve their members.

The in-house outsource transitions grew significantly over our strong 2008 performance. Its 44 in-house bank and credit unions chose to move in this direction. As discussed before, these transitions result in higher and longer term committed revenues at JHA and a simplified operating environment for our customers.

Our profit are same in spite of pullback on discretionary spending for add-on modules, improved their cost sales to their base of over 6,000 customers and improved operating efficiencies resulting in an increase to their operating income contribution by over 33% from previous year.

While we believe we are seeing some improvements in the economic environment, certainly improved over the outlook six months ago, we remain cautious on the outlook for fiscal 2010, as do our customers.

While the June quarter brought some relief related to the original assessment amounts or timing for banks and credit unions, both deposit and insurance agencies stated the probability of additional assessments before the end of this calendar year. This will undoubtedly continue to have a dampening effect on discretionary spending.

Aside from economy-related discretionary spending impacts, hardware spending will continue to remain under pressure, as we see increased interest in outsourcing among both banks and credit unions.

The 80-plus financial institutions who have signed in the last three years to move from in-house to outsourcing will not need future processor or storage upgrades and move towards server virtualization will impact the number of servers needed and Remote Deposit scanner sales will grow at a slower rate as we continue to move further along the adoption curve.

Regardless of these challenges, we entered FY 2010 with a large and growing recurring revenue base, no debt and a long-term view towards the running of our business. This will allow us to take advantage of opportunities wherever they may exist. An example would be our announced acquisition of Goldleaf Financial Solutions.

This acquisition further extends our industry-leading position in Remote Deposit Capture, which most of you will remember has been the fastest growing component of our payments business for the last two years. And our payments business is the fastest growing component of our revenue.

Our Remote Deposit Capture Solutions will now be installed in over 30,000 merchants, with 90,000 locations, and marketed to their business customers nationally by over 1,700 financial institutions.

We will also take up a number of other products for potential distribution through our ProfitStars, bank and credit union sales channels. We expect this acquisition to add over $65 million in annualized revenue to be slightly accretive in the first year and to be more or so in subsequent years.

We look forward to welcoming the Goldleaf customers and employees to the JHA family. We anticipate closing this transaction pending their shareholder approval in our second fiscal quarter.

In closing, I would like to thank the 3,840 JHA employees, whose efforts and focus through this challenging fiscal year have allowed us to continue to perform for our customers and shareholders and to improve our already high customer satisfaction ratings from year ago levels. Your efforts, attitude and loyalty are critical to our continued success.

With that, I'll turn it over to Tony for some additional information on the business.

Tony Wormington

Thanks, Jack. Our EFP business continues to see nice growth in both revenue and transaction volumes. As a reminder, our EFP or payments revenue consists of ATM and debit card processing, bill payment processing, merchant capture, and Check 21 exchange.

EFP revenue was up 12% for the year and 8% for the quarter. ATM and debit card processing volumes increased 10.5% over the prior year quarter and 9.9% sequentially. Bill pay transaction volumes increased 14.1% over the prior year quarter and 4.8% sequentially. Merchant-related transaction volumes increased 55% over the prior year quarter and 9.3% sequentially.

Financial institutions contracted to utilize our enterprise payments ASP solution increased to 868 over an increase of 8.4% over the prior year quarter. Financial institution merchants installed and utilizing our enterprise payments ASP solution increased to 19,345 representing a 45.4% increase over the prior year quarter.

We continue to have strong activity in our banking division through our Nucor footprints. As Jack mentioned earlier our success in the mid-tier market, we continued to focus our sales efforts from de novo and small community banks to deal such as these mid-tier wins.

Complementary product sales of our Enterprise Content Management suite or Synergy suite, along with enterprise payments and remittance lock box also performed very well in the quarter and for the year. We will again be surveying our customers this fall as a part of our annual survey process, customer retention and customer satisfaction continues to be a strong focus for all of our operational division.

Our ongoing monitoring of daily customer service surveys continue to show extremely high ratings, as our customer service groups interact with our clients. As we look at the upcoming new fiscal year, we will remain diligent with our cost control and take out measures where and when appropriate.

As we have stated previously, we will manage the business for the long-term benefit of our long-term shareholders, clients, prospects and employees.

I'll now turn it over to Kevin for a further look at the numbers.

Kevin Williams

Thanks, Tony. During the quarter just ended, we experienced an increase in total revenue of 2% to $191.9 million compared to prior year quarter and a 6% increase sequentially compared to March. Year-to-date total revenue increased slightly to $745.6 million compared to a year ago.

License revenue actually decreased by 4% compared to a year ago quarter and was down 21% year-to-day. However on a sequential basis, total license revenue was up 38% for the quarter, which relate directly to the large deals that Jack mentioned which had an impact on the quarter and will have an ongoing impact as a lot of software is still in the backlog.

The banking segment license revenue was up 6% for the quarter and down 14% for the year compared to year ago. And the credit union segment license revenue was down 38% for the quarter and 37% for the year primarily due to the average size credit unions contracted.

Every component of recurring revenue within support and service line of revenue showed growth for the quarter and year-to-date with the only component within that line that didn't have growth being invitation revenue, as a result of the decline in license sales primarily.

For the quarter and year-to-date, implementation revenue increased 1% or decreased 1% and 9%, respectively compared to same period a year ago. However, invitation revenue increased 18% sequentially which is the largest impact on support and service margins in the quarter compared to the March quarter.

Our EFT or electronic payments business was up 8% for the quarter and 12% year-to-date. OutLink data and item processing was up 3% for both the quarter and year-to-date, and remember that a significant headwinds on this part of the business in OutLink revenues that decreased traditional IP, are item processing revenues as people switch to the branch in teller capture.

There was no significant impact this quarter due to one-time early termination fees. In fact, there was actually headwind. These one-time early termination fees totaled 383,000 for both EFT and OutLink customers combined for the quarter compared to 1.8 million in this quarter a year ago.

And for the fiscal year, these one-time fees totaled 3.5 million this year compared to 7.1 million last year. In-house maintenance grew 4% for the quarter and 8% year-to-date compared to last year.

Recurring revenue represented 75% of total revenue for the fiscal year just ended and grew 8% over the prior year. Hardware revenue decreased by 13% for the quarter and 18% for the year compared to the year ago, primarily due to the things that Jack mentioned.

Our gross margins improved for the quarter to 41% compared to 40% a year ago, but year-to-date margins declined to 40% compared to last year of 41%. This is a direct impact of the decrease in license and hardware and implementation revenues for the year.

Gross margin in both our banking segment and credit union segment improved for the quarter, but declined for the full year compared to last year. Banking segment went from 41% to 42% for the quarter and from 42% down to 40% for the year, while the credit union segment increased slightly from 37% to 39% for the quarter, but decreased from 41 to 40% for the full year.

Our total operating expenses decreased 2% for the quarter compared to the prior year and for the year; our operating expenses actually decreased 1%. This is primarily due to lower commissions related directly to the software and hardware margins and overall, corporate-wide cost controls had a very positive impact on our operating expense decrease.

Our operating margin improved from 21% to 23% for the quarter, but declined slightly from 22% to 21% for the year. Net result was an increase in operating income of 11% for the fourth quarter and a 4% decline for the year compared to the prior year period.

As we have discussed on prior earnings calls, the R&D Tax Credit was extended again last December. This reduced the overall effective tax rate for the year to 34.5% from 36% a year ago.

Our EBITDA decreased this year to $222.8 from $228.4, slight increase last year, or 2% decrease. Depreciation and amortization was $64.1 million this year compared to 62 million last year, or a 3% increase. And our EBITDA margins decreased slightly for the year to 30% compared to 31% a year ago.

Year-to-date use of cash for acquisitions has decreased by $46 million compared to year ago to only $3 million this year, which was directly attributable to finalizing some remaining earnouts on previous acquisitions.

Our CapEx was basically flat compared to the prior year at $31.6 million compared to $31.1 million last year and capitalized software was up slightly by just $0.9 million to $24.7 million from the year compared to $23.7 last year.

At this time, our CapEx projected spend for FY '10 is roughly $50 million to $55 million, which close to a little over $30 million of that is directly attributable to our Springfield and Branson facilities that are under construction currently.

During the year, we purchased 3.1 million shares of the stock for the Treasury for $58.4 million. Our backlog was $289 million, with $67 million in-house and $222 million outsourcing at June 30, which represents a 12% increase over that of year ago, with outsourcing up 15% compared to a year ago.

Remember that there are no transaction revenue represented by the EFT, debit processing, online bill pay or merchant, Remote Deposit capture contract reflected in our backlog, due to the difficulty in certainly estimating these transaction-type revenue.

For FY '10 guidance, first, I want to point out that this guidance does not include any anticipated or announced acquisitions, as we have never incorporated those into our guidance until they finally closed.

With that said, the economic conditions continue to be a challenge and caution remains in the base due to the uncertainty around the potential additional assessments, as Jack referred to, then combined this with the impact on revenue of past and potential future fueled institutions within our customer base.

This continues to make it difficult to forecast discretionary sales to customers which relates directly to software, hardware and implementation revenue, and to some extent recurring revenue.

Therefore, with somewhat cautious approach based on our annual budget, current backlog and sales pipeline, we believe that FY '10 we will have revenue growth in the low-to-mid single digits, 3% to 5%, with operating income in the high single-digit growth, 6 % to 8%, and through continued operating leverage.

Our EPS expansion from the operating income growth will depend on the effective tax rate and stock buybacks. If the economy continues to stabilize and we get some clarity regarding the regulatory assessments, then we hopefully can raise our guidance in the future.

For modeling purposes, I would suggest to use an effective tax rate of 36%, since at this time it is unknown whether Congress will renew or extend the R&D credit, which is scheduled to expire again on December 31, and in which case our effective tax rate would be in the 36 % to 36.5% range. However, if they do renew it, then we will let you know then, but our effective tax rate will probably be more in the 35 % to 35.5% range.

Some comments on the pending Goldleaf acquisition. As you can hopefully recognize and appreciate, up to this point, on the Goldleaf acquisition there is still pending shareholder approval. That we have only had access towards the online data room and senior management, which is very typical of an acquisition as you don't want your employees distracted until you actually have something to announce, which this happened just two days ago on Monday.

So starting as early as next week, we have meetings scheduled with both organization's key management and critical employees to focus on the transition process of bringing these two organizations together. As we are doing this, we will be determining revenue cross-sell opportunities. But more importantly for the near-term, most significant cost synergies that are available.

Depending on, when we can obtain shareholder approval and have a final close will dictate the impact to our financial statements of this fiscal year. But as Jack mentioned, we are hoping to close in our second fiscal quarter.

Assuming that is the timeframe of the closing and based on cost synergies that we are aware today, we anticipate that this would have an accretive impact to our FY '10 earnings of 2% to 4% per share, and believe that the accretive impact should more than double for the following fiscal year as we successfully remove the overlapping costs.

On our next earnings call, we plan to state, what our actual cost synergy targets are that we have identified at that point through these detailed business unit reviews and disclose those in various categories and then report on subsequent calls, how we are tracking on obtaining those cost synergies.

Also, in the quarter that the transaction closes, we will have a one-time charge to earnings for the transaction-related fees due to the new rules under FAS 141(R). These expenses were now treated as a period cost and no longer capitalized as part of the transaction. We also plan to fund this transaction with cash from operations.

With that, I will now open it up for questions.

Question-and-Answer Session

Operator

(Operator Instructions) We will go first to John Kraft with D. A. Davidson.

John Kraft - D. A. Davidson

Just following on the Goldleaf, since that was the most recent thing you talked about here. Obviously, you haven't had a chance to really dig in. I know it's early, but presumably part of the attraction of the deal was the opportunity to cross-sell into their customer base. Have you had a chance to look into how much overlap there is?

Kevin Williams

John, only at a very high level, we certainly know what most of their products are. Again, as I mentioned, very strong presence in the companies separately and certainly combined from the standpoint of Remote Deposit Capture, which is a very nicely growing business still, even though growing at a somewhat slower rate than it was for the last couple years.

Some of their ACH products look particularly attractive, we believe for a certain segment of our customer base. As Kevin mentioned, there is a number of overlapping areas so there's some cost synergies, but we'll really begin starting a deeper dive this next week and looking at some of the different product lines, figuring out which ones we will be marketing through our bank and credit union segments and which ones will be marketed through ProfitStars and anticipate that frankly all of them will be marketed through all of those segments, but the methodology might be a little bit different.

So, we have a very high level feel for the products, but not detailed at this point.

John Kraft - D. A. Davidson

Then Kevin, just trying to get a better feel for the status of the implementation at Whitney and Community Bank, you said that that obviously the backlog jumped because of some of these deals and that it will have an impact on the license line for a while. Is that another couple quarters or a year or how long will it take to kind of get these deals finished?

Kevin Williams

Well, the Whitney transaction, John, the $12 billion decision, that's about a two-year implementation process. We actually had a kickoff meeting last week. But I will tell you, we had implementation team there basically before the contracts were signed to start laying out the conversion plan and get people there.

So, there was some software shipped there. There was also little that of a hardware there, there will be more hardware coming either late this quarter, next quarter at Whitney. The other pieces, like ARGO will not ship until later and, in fact, I'm not sure what the timeline is of that, John, but there will be software trickling in from Whitney for probably next four quarters.

As-far-as DeWitt, kind of the same way, I mean the software that they needed to get things started was shipped in the fourth quarter, but there is more software like ARGO that will be coming later this year. However, DeWitt is actually, I believe, scheduled for President's Day next spring. So, most of that software, not all of it, will be either this quarter or next quarter.

John Kraft - D. A. Davidson

Tony, I missed this. If you could just repeat, what the bill pay transaction growth was?

Tony Wormington

The bill pay transaction volumes increased 14.1% over the prior year quarter and 4.8% sequentially.

John Kraft - D. A. Davidson

Lastly, this is kind of a bigger picture question, I guess. You've talked a lot about over the recent past, this kind of acceleration of deals, got customers that might have traditionally been license-based and now move into sort of the outsourced camp. One quarter doesn't make a trend, but I mean is that something that you're seeing stabilizing or may settle back down again?

Jack Prim

Well, I don't know John, that we will see the kind of growth in fiscal '10 over fiscal '09, that we find fiscal '09 over fiscal '08. We did 27 in-house to outsource transitions in FY '08. We did 44 in FY '09. Frankly, I'd be very pleased if we got another 44 in FY '09.

I think all of the same pressures that have kind of been in place for several years are still there for financial institutions to consider this. We have seen an increase in interest in this option in the credit union space, which is encouraging.

In FY '08, that 27 transaction consists of 26 banks and one credit union. The 44 this year consisted of 38 banks and 6 credit unions. So we are definitely starting to see some more interest in the credit union space, which I've had expected for sometime.

So, I think it's hard to say for sure what will happen. We still have a good pipeline of that type of activity, but frankly I'd be pleased if we saw another 44 transactions this year.

Operator

We'll go next to Bryan Keane of Credit Suisse.

Bryan Keane - Credit Suisse

I just wanted to follow-up on the license sales, Kevin. Do you think it was obviously a pretty big license sales quarter, $17.6 million? Should that be more flat sequentially or should we have a step down there, then what about for the year-over-year for license sales?

Kevin Williams

Well, I think we'll have a step down in the first fiscal quarter in license sales, just like we do every year, Bryan. I mean being June 30 year end, our sales guys, they make a big push in the June quarter to hit their quotas and get things done. There was some impact in there from the Whitney and the DeWitt transaction.

So I believe there will be a step down in the first fiscal quarter. But for next year, we actually anticipate license revenues for the year to be somewhat flat, if not slightly up.

Bryan Keane - Credit Suisse

I want to ask Jack just the environment, we've seen a little bit of a pickup in bankruptcies in banks. Could you just talk about the impact that has on your business model and kind of what you guys are modeling in the future for bankruptcies?

Jack Prim

We estimated, Bryan, that we would see about a 100 banks nationally that would fail this year and we were right on track with that number through May, if not through June. Obviously, it's picked up a little bit here of late and my best revised guess on calendar 2009 is 120 to 125 banks.

It doesn't really change our outlook on the business. There is not a lot that we can do to influence any of that. I again, not terribly surprised to see a little bit of an acceleration here. I would be surprised if we saw that number get to 200 this year or 200 next year. I think there is some reason for cautious optimism on the economic outlook in general.

I think as unemployment begins to stabilize, that some of these issues become less pressing for the customers, but there is still a lot to be worked through in the current environment. I don't know that I can give you a good revised estimate of what we think, we'll see in the enough way of bank failures in the next 12 to 18 months.

Tony Wormington

Just a one thing, I would throw on that, Bryan, is what we have seen is our customers who have failed has been pretty much representatives to our percentage of the market which is about 18% to 20%. And so going forward, that's kind of what we would have anticipate being.

Bryan Keane - Credit Suisse

It doesn't really have much of a material impact probably on the results even in fiscal year '10?

Jack Prim

It's never good. There's nothing good about seeing a bank fail or losing a customer. It just makes the hill and you got to climb a little steeper in terms of trying to find revenue growth, but in terms of a material impact, no. We'd have to see a pretty dramatic acceleration in the rate of failures for it to be a material impact on the numbers.

Bryan Keane - Credit Suisse

Last question for me, obviously a lot of buzz around the combination between Fidelity and Metavante. Do you think that gives Jack Henry a potential opportunity to go pitch some of their customers?

Jack Prim

Well, you know, we've looked for every opportunity to go pitch their customers and certainly we'll continue to do so. They have got a large integration task ahead of them. They have got a lot of experience in doing those types of integrations, so I'm sure that they are thinking it through pretty thoroughly.

We certainly expect to try to take advantage of any missteps they might have along the way, but I don't know whether it will serve as a catalyst for core system evaluations or not, it remains to be seen at this point.

Operator

We'll go next to Jon Maietta of Needham & Company.

Jon Maietta - Needham & Company

Jack, you had mentioned in the prepared remarks it improves outlook and I was just wondering if you could talk about that a little bit. Are you seeing shortened sales cycles or accelerated close rates or any color you could provide there would be great.

Jack Prim

John, I was really referring more to kind of the general economic outlook, some of the slowing increase in unemployment and then some movement in home price sales, so just kind of more general trends that as the economic environment in general.

I would also tell you that customers, bank and credit union customers seem to be certainly less shell shocked than they were in the March quarter when, if you'll recall late January, early February, its when the initial news about the assessments came out and then in the June quarter, we got a little bit of relief at least in terms of the timing in the case of credit unions and the actual amount in terms of the banks.

So, I think they started to feel a little better about the economic environment, but as I mentioned, both agencies have at the same time they provided that relief, if you will, turned around and clearly indicated the likelihood of additional assessments before the end of the calendar year.

In the case of the NCUA, they floated a potential amount which if that there was 15 basis points on assets; I believe is the way that they did it. If that's the case, just to give you an example, on top of the assessment that the credit unions have already seen, that additional assessment, if it happens at that level before the end of the year would be three times the level of the assessment that the banks got hit with in the first assessment this year.

So there is still some, not insignificant charges that these folks may still have to absorb this year. So, again, I think their outlook is better than it was six months ago, but again cautiously optimistic at this point. So we think it's such that there will still be some restraint in area of discretionary spending.

Jon Maietta - Needham & Company

Jack, should we assume with regard to the Goldleaf that you move forward with all of the product offerings, that retail piece, for example or there are potentially some product lines that you may sunset over time?

Jack Prim

John, we have to get in and take a look at those. Viewing Goldleaf from afar before any of this process, I would have to tell you we looked at some of those lines of businesses and weren't real sure what they were or whatever. I would tell you that related particularly to the lending solutions piece.

Again, all, we've really had an opportunity to do a very high level discussion on that, but I think we view that a little bit differently after having done it. It appears to us to essentially be a software business that just happens to generate some of its revenue in the form of a percentage of the accounts receivable that are financed

So it is less mysterious and unusual to us than we thought before we engaged with these folks. But I think we certainly have a good bit more education that we need to receive on that and to understand that business better and figure out exactly how it fits.

So don't anticipate any short-term decisions in the next couple of quarters related to the business. We just need to get our arms around it first and really understand what it is and whether it adds value.

Jon Maietta - Needham & Company

One quick last one, Kevin, if you were to exclude the two transactions, the two larger deals in the quarter, would you still have experienced a sequential ramp in license revenue?

Kevin Williams

Yes.

Operator

We'll go next to Dave Koning of Baird.

Dave Koning - Baird

I guess, first of all, I am wondering, it looks like the outsourcing sub-segment reaccelerated, I think, last quarter was 1% that reaccelerated to about 3% growth and in-house decelerated. And that's I guess, the pattern that we would have expected to be seeing now that you're shifting quite a bit, quite a few clients to outsourcing.

Is that the pattern that we should continue to see going into next year, that outsourcing continues to reaccelerate while in-house maybe stays around this level or maybe even decelerates a little bit?

Jack Prim

Dave, on the in-house side, are you referring more to license or maintenance related?

Dave Koning - Baird

Yes, sorry, all the stuff within support and services. So in-house maintenance has been decelerating and then the outsourcing has been kind of reaccelerating this quarter.

Jack Prim

Well, certainly as these folks transition into the outsource delivery, that as we've talked about before, the benefit of that transaction is in the first year that they do it. It represents about an 85% increase in the revenue over what they would have paid us had they stayed in the in-house arena.

When they do that, they stop paying you maintenance, so it impacts both. It increases your outsource-related revenue and also decreases whatever they would have been paying you in the form of maintenance fees. So, yes, I think, we've got a pretty good backlog at this point of financial institutions that are making that move and that move would impact both of those line items positively in the case of outsourcing revenues and negatively in the case of maintenance revenues.

Dave Koning - Baird

Then you talked a little bit about guidance within the license line for fiscal 2010. Hardware, I would assume, it sounds like it's going to be down again next year and support and service then would have to be up at least mid-single digits. Is that kind of the way you would outline it?

Jack Prim

Yes. Of course there is all the numbers we're talking about are referring to our business as it exists today and don't take into consideration the combination with Goldleaf. Goldleaf is also a strong player in the Remote Deposit Capture business.

So there is some potential that when we get this transaction done, that hardware gets some additional growth based on scanner sales between the combined entity that might push off a little later some of that hardware decline. The items that I mentioned in my opening comments, the reduced growth rate industry-wide of Remote Deposit Capture still strong, but not as strong as it was two years ago.

Significant interest in customers looking at server virtualization and, of course, as we talked about the in-house outsourcing trend, all of those things are dampening effects that over the long-term and frankly even over the next 12 months should continue to put pressure on hardware sales.

Kevin Williams

One other comment I would throw out here, I mean obviously my opening comments, the guidance I gave for FY '10 did not include any potential acquisitions, as we never try to estimate what those are in guidance.

So I would hope for consistency sake that all of you guys would put your estimates out there for FY '10 without the acquisition for consistency until it actually closes and then we can update those.

Dave Koning - Baird

Just one final question, the back half for the year, the operating expenses, I guess as a percent of REVs, what were lowest the abandoned in a long time? I know that reflects some of the cost savings. Is that 18.5% or so of REVs that you kind of realized in the back half of this year?

Is that kind of how to think about next year that that a lot of those savings are already in the numbers? Or can that actually go down as a percent of REVs because you started doing some more cost savings towards the back-end of this quarter that helped next year?

Jack Prim

Well, we did a couple things in the back half of the year just ended. We had a voluntary time off program, which helped the March quarter. We implemented some salary reductions, which we basically saw one month of impact of that in the June quarter and that's, of course, in conjunction with all of the other cost containment steps that we've accelerated since last fall as well.

The salary reductions are still in place and so in the September quarter, we would expect to see more of an impact than we saw in the June quarter. Likely that those salary reductions will remain in effect through the December quarter and then whether we restore those salaries after that will depend heavily on our outlook in terms of our operating income targets and what the economy is doing and what our customers are doing and those kind of things as well.

So, I think that there is probably some additional benefit from the moves that we made in the June quarter that certainly will be impacting us favorably for the next couple of quarters at least.

Kevin Williams

Dave, on the operating expenses, I mean selling mark being, obviously the most heavily impacted because of commission expense related to the decline in software and hardware sales for the year. So, they were down slightly. Research and development, it ended up the year basically down to 1%. I will tell you that that has to do not only with the pay cuts that Jack is talking about, but also our management team has done a much better job of controlling outside contractors in the utilization of those.

As far as G&A, it was basically flat year-to-year. I will tell you that that's most heavily impacted by that the fringe benefits and healthcare costs because we are self-insured and thankfully we kind of got that under control, the second half of the year and hopefully, we control that going forward through our wellness initiatives.

Operator

We'll go next to Greg Smith of Duncan Williams.

Greg Smith - Duncan Williams

I think this has been discussed a little bit, but just looking at the overall sequential increase in revenues in the quarter for software and hardware, is the majority of that due to the two large deals or is that kind of not giving you enough credit?

Kevin Williams

All right, the majority of it was not due. Well, the majority of the increase might have been, but like I said earlier that we would have sequential upside in both software and hardware without either one of those deals. So our sales guys in the environment did a really good job. There were some nice other software contracting and hardware that happened in the fourth quarter.

So, did those two have a significant impact on the fourth quarter? Absolutely. Would we have been up sequentially without them? Absolutely.

Greg Smith - Duncan Williams

Just on the Goldleaf acquisition, the revenues that were down quite a bit in the latest reporting, I mean where you do you get the confidence that you can kind of stop that bleeding, I guess?

Jack Prim

Well, they have got a very solid business. They have certainly been challenged with a lot of the same kind of impact that the rest of us had and carrying as well some debt that may finish slowdown in sales that much more difficult to deal with.

Again, we think that there is definitely some opportunity to market their products through all of the areas of our business, our bank and credit union segments as well as through ProfitStars, some additional marketing and sales fire power that we can bring to what they have.

So we don't believe that the slowdown that they have seen is in any way a reflection on the quality of their products or their services. We think it is just more associated with the economic environment.

The other aspect of this transaction is that there is a fair amount of overlap in the several areas of our two businesses, which potentially will result in some fairly nice cost reduction opportunities as well. So, the combination of those two things certainly helps a good bit.

Greg Smith - Duncan Williams

Then just lastly, you guys have kind of been using a 100% of your free cash flow for buybacks and dividends. As we think about fiscal 2010, you're obviously going to have to pay out for the Goldleaf acquisition. How should we think about sort of total free cash flow usage and buybacks in that context for FY '10?

Kevin Williams

Well, obviously, we intend to fund the Goldleaf acquisition with available cash. Currently, we are debt-free. Our revolver sits at zero. We have somewhere around $85 million or so in the bank. Actually, I think it's a little north of that. So we will obviously pay this with free cash flow.

We will continue to look at other acquisitions that we've got the revolver in place that we can utilize. We have a board meeting later this week that we will talk more about stock buyback and see where we go with that. But we still think the best use of our cash is acquisitions at this point to give the best return to our shareholders, if they are the right acquisitions long-term.

Operator

We'll go next to Paul Bartolai of PB Investment Research.

Paul Bartolai - PB Investment Research

First, just on the services margins that bounced up nicely and I think, Kevin, you mentioned that was partly due to the implementation revenues. Was that the biggest thing there or you guys see any other benefits of the business on the margin side?

Kevin Williams

That was the biggest thing, Paul, is the 18% sequential increase in implementation revenues, and we think that there is a nice solid backlog of implementations going into FY '10. Again, that's heavily impacted by merger activity, because we get very nice revenue off when our banks are buying other banks through the M&A activity.

So that was the biggest impact during the quarter, but that combined with overall cost of services actually decreasing slightly because of cost controls and the pay cuts that Jack talked about. Those two things are basically 99% of the impact in the margins.

Paul Bartolai - PB Investment Research

Looking at the payments business within services, I mean if you look at the revenue growth there versus some of the transaction growth metrics you guys have given, it looks like the revenue growth is growing a little bit more slowly than the transaction growth in the last couple quarters. Are you guys seeing some increased pricing pressure there or is there something else impacting that?

Jack Prim

Yes, I think there definitely is some pricing pressure there, particularly in ATM/debit contract renewals. We've talked about that before. It's a highly competitive marketplace. That's probably where we see most of it really minimal, if any, in the Remote Deposit Capture space and frankly not in the bill payment space to any significant degree.

We offer probably one of, if not the lowest price bill payment offering in the space today. So, we're probably causing problems for other people more or so than feeling any pressures in that area. Tony, I would love if you would add anything to that?

Tony Wormington

No, I think that's absolutely on target, Jack.

Paul Bartolai - PB Investment Research

The pricing pressure on ATM, is that something that has increased a little bit or that's just been kind of constant?

Jack Prim

It's been pretty constant for last two years if not longer.

Kevin Williams

The other thing, Paul, we continue to add products into our payment suite, especially in the ATM/debit through Fraud Center and Fraud Solutions and some optimization products to help maintain those margins that are there today.

Paul Bartolai - PB Investment Research

Then Kevin, on the accretion you gave for Goldleaf, was that 2% to 4% that you expect on--?

Kevin Williams

$0.02 to $0.04.

Paul Bartolai - PB Investment Research

Cents? Ok. That was for the back half from when you close the deal or was that for a full year?

Kevin Williams

That's for the back half of this year. That's assuming that the close date is somewhere in the October timeframe.

Paul Bartolai - PB Investment Research

Just lastly, the leverage you guys expect with the operating income growing faster in 2010, is that more on the operating expenses or do you expect to see some benefit on the gross margin as well with some of the implementation stuff you guys talked about?

Kevin Williams

We think there will probably be equal opportunity at both lines, Paul.

Operator

We'll go next to Gil Luria of Wedbush.

Gil Luria - Wedbush

The large deals such as, when usually have a pretty long sales cycle, do you have anything else on the pipeline right now that's kind of at that size or close to that size that you could get further down the road this year?

Tony Wormington

We do have additional mid-tier banks that we are working today on the banking side. None of them are of the current size of Whitney National, but certainly still solid mid-tier prospects that we are working with.

So I do think there is some good opportunity there. The sales cycles tend to be a little longer for those mid-tier clients, but we have been working some of these for sometime now and look to try to close some of those deals in this fiscal year.

Jack Prim

Gil, I would add it on the credit union side, where we have some activity early stage, but some activity under way with some little bit larger credit unions too. We had a great year in trading space in terms of new customer signings, 33, all of them with the exception of one, a competitive takeaway. That one was a very rare de novo formation among credit unions.

The challenge that we had was that the average asset size and related fees generated by those transactions were roughly half of what we saw in FY '08. So you harvest what's available in the marketplace. It just happens that that's what the mix of business was this past year, but we do have some activity that's increased among some of the little bit larger credit unions and that could help offset some of our help show some growth in that area as well.

Gil Luria - Wedbush

In terms of the Goldleaf acquisition, sounds like a big part of it was the Remote Deposit Capture business and there is a few different business models there, either a bank license fee, a fee per merchant or a fee per transaction. Could you tell us a little bit about which of these business models you utilize more in your Remote Deposit Capture business and what Goldleaf is doing and if that would change if you were to acquire them?

Jack Prim

Gil, our model today is it's an ASP hosted delivery which does involve a monthly minimum amount to the bank, offset against that monthly minimum or a per merchant fees and then there are transaction fees beyond, certain threshold level on a merchant basis.

I think Goldleaf has a couple of different models. One model that I think is, probably somewhat more predominant for them is very similar to that, through the Sierra products, which are the products that they picked up with the Alogent acquisition.

I think they tend to sell more seat licenses for that, which are basically license fees for the number of seats. I'm not completely clear at this point on what type of ongoing transaction or merchant related fees come with that.

So I think, they have a couple of different models, slightly different variation particularly with the Sierra products and we'll be taking a look at both of those, and see how they match up and what their sales history has been, and if they have got a model that's more successful than the way we've been doing it, we're certainly open to consider new approaches.

Gil Luria - Wedbush

When you had a wave of acquisitions in the four or five timeframe, you are able to hang on to a lot of those managements and there are now product managers and products that have been well integrated into your core offering. Is there a similar plan to hang on to the management team there and get them signed up for at least the two, three-year timeframe to create continuity for those products?

Jack Prim

That's certainly part of what we'll be digging into more deeply in the next 60 days or so, Gil. We certainly need to understand who the key management players are in each of those product areas. We know who they are on an organization chart and we need the opportunity to spend little more time with some of those folks and understand what their long range plans are.

It would certainly be our intent to keep the management that knows the products, particularly the products that are successful today and different from products that we have so that we keep that momentum going forward.

Again, obviously, there are some cost synergy opportunities here and we'll be looking at those and there maybe some parts of their business because of the degree of similarity to existing businesses that we already have that would be folded into some of these businesses or potentially the other way. So that's all things we'll be taking a look at here in the next 60 days.

Operator

(Operator Instructions). We'll go next to Tim Willi of Wells Fargo.

Tim Willi - Wells Fargo

Kevin, just one question around the Goldleaf comments. When you talked a little bit about the accretion this year and what could potentially be an FY '11, how much of that accretion assumption is driven from the expense side of the equation rather than anything around revenue synergies? Could you give us a feel for that?

Kevin Williams

At this point, Tim, almost all of it is cost synergies that we are aware of that are in place for the taking. As I said, you know, going into next week, one of the things that we will be focused on in these meetings is looking at revenue synergies and where we can get some of those.

I mean we know there is some out there, but we also know a lot easier with some of the costs that we can take out from overlap and different things, which is the cost synergies that are built into that estimate. I would hope that when we are done with the meetings, as Jack mentioned in the next 60 days, that we will be able to give very firm guidance on what it will do for us and hopefully it will be even higher.

Tim Willi - Wells Fargo

Then just a question on the Remote Deposit business. Were they selling their product, where have been using channels other than banks and channels that you may not be using? In particular, I'm curious about the merchant acquiring and ISO channels, if they were doing anything there or if you all are considering utilizing that channel for rather than just banks going forward?

Kevin Williams

They were not doing anything much, if anything at all through that channel, Tim. You may or may not know, we have been doing a lot through that and other related channels in recent years. So, we've been very active in pursuing those distribution channels as well along with distribution channels like other software providers who have a payment processing aspect of their business, which in many cases has nothing to do with the banking industry.

It could be a company that provides accounting systems to City-County Government or utilities, or churches, or whatever the case might be, but all of these places take in payments. Many of them take in payments by check and we work pretty closely with a number of these software companies to embed our Remote Deposit Capture technology into their software offering.

So, software companies, ISOs, merchant acquirers, we've been porting that market handling and had some good success in that market for the last 18 to 24 months. To your question, it is my understanding they have done very little in that area, so there is potentially the opportunity for us to leverage some of their sales talent to help us be able to make those contacts and get consideration from an even larger number of these third-party re-marketers.

Operator

We'll go to Greg Smith of Duncan Williams.

Greg Smith - Duncan Williams

Just a follow-up. Especially with the Goldleaf acquisition increasing your amortization related acquisition, have you given any thought of reporting a cash EPS number similar to what your competitors do?

Kevin Williams

Greg, I mean we have not really given a whole lot of thought to that. Obviously, as we go through this process, we may consider that.

Greg Smith - Duncan Williams

Okay, because it just seems like your cash EPS ties in with your free cash flow pretty well and would match you up against your competitors. Anyway, just improved for thought I guess.

Operator

At this time, I'll turn the conference back to Mr. Williams for any additional remarks.

Kevin Williams

Thank you. We want to thank you again for joining us today to review our fourth quarter and fiscal 2009 results. We were not overly pleased with the results, however, we did finish the year strong and we are very confident going into FY '10 that the things are looking a little better.

We also remain confident that we are well-positioned, that we have the right products and services to approach the financial service market and believe we have the right resources in people and technology.

With that, Operator, would you please provide the playback number?

Operator

Yes, a replay will be available beginning today, August the 19th at 10:45 AM Central Time through August the 26th, 11:59 AM Central Time by calling 888-203-1112 or 719-457-0820 and entering replay code 6300431.

That concludes today's conference call. Thank you for your participation.

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Source: Jack Henry & Associates Inc. F4Q09 (Qtr End 06/30/09) Earnings Call Transcript
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