NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(In Thousands, Except Per Share Amounts)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the Company
Jack Henry & Associates, Inc. and subsidiaries (“Jack Henry,” or the “Company”) is a well-rounded financial technology company. Jack Henry was founded in 1976 as a provider of core information processing solutions for banks. Today, the Company’s extensive array of products and services includes processing transactions, automating business processes, and managing information for approximately 7,400 banks, credit unions, and diverse corporate entities.
Consolidation
The condensed consolidated financial statements include the accounts of Jack Henry and all of its subsidiaries, which are wholly owned, and all intercompany accounts and transactions have been eliminated.
Comprehensive Income
Comprehensive income for the fiscal three and six months ended December 31, 2025 and 2024, equals the Company’s net income.
Allowance for Credit Losses
The Company monitors trade and other receivable balances and contract assets and estimates the allowance for lifetime expected credit losses. Estimates of expected credit losses are based on historical collection experience and other factors, including those related to current market conditions and events.
The following table summarizes allowance for credit losses activity for the fiscal three and six months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Allowance for credit losses - beginning balance | $ | 6,804 | | | $ | 7,257 | | | $ | 6,659 | | | $ | 7,477 | |
| | | | | | | |
| Current provision for expected credit losses | 480 | | | 480 | | | 960 | | | 960 | |
| Write-offs charged against allowance | (795) | | | (865) | | | (1,130) | | | (1,494) | |
| | | | | | | |
| Other | — | | | — | | | — | | | (71) | |
| Allowance for credit losses - ending balance | $ | 6,489 | | | $ | 6,872 | | | $ | 6,489 | | | $ | 6,872 | |
| | | | | | | |
Property and Equipment
Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Accumulated depreciation at December 31, 2025, totaled $469,969 and at June 30, 2025, totaled $499,928.
At June 30, 2025, held for sale assets included two aircraft and related equipment with a carrying value of approximately $5,606. The sales of these assets were completed during the fiscal six months ended December 31, 2025. Total assets held for sale by the Company at December 31, 2025 and June 30, 2025, were $0 and $5,606, respectively, and were included in assets held for sale on the Company's condensed consolidated balance sheets and were not included in property and equipment, net.
Intangible Assets
Intangible assets consist of goodwill, customer relationships, computer software, and trade names acquired in business acquisitions in addition to internally developed computer software. The amounts are amortized, with the exception of those intangible assets with an indefinite life (such as goodwill), over an estimated economic benefit period, generally 3 to 20 years. Accumulated amortization of intangible assets totaled $1,495,130 and $1,436,825 at December 31, 2025, and June 30, 2025, respectively.
Purchase of Investments
At December 31, 2025, and June 30, 2025, the Company had $33,250 and $25,750 in non-current investments, respectively. These investments were recorded at cost and are included within other non-current assets on the Company's condensed consolidated balance sheets. There have been no events or changes in circumstances that would indicate an impairment and no price changes resulting from observing a similar or identical investment. An impairment and/or an observable price change would be an adjustment to recorded cost. Fair values will not be estimated unless there are identified events or changes in circumstances that may have a significant effect on the fair values of the investments.
Common Stock
The Board of Directors has authorized the Company to repurchase shares of its common stock. Under this authorization, the Company may finance its share repurchases with available cash reserves or borrowings on its existing credit facilities. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At December 31, 2025, there were 32,375 shares in treasury stock and the Company had the remaining authority to repurchase up to 2,616 additional shares. The total cost of treasury stock at December 31, 2025, was $2,020,461. During the first six months of fiscal 2026, the Company repurchased 795 shares. At June 30, 2025, there were 31,580 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,411 additional shares. The total cost of treasury stock at June 30, 2025, was $1,895,224. During the first six months of fiscal 2025, the Company repurchased over 99 shares.
Income Taxes
Deferred tax liabilities and assets are recognized for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance would be established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expenses are recognized on the full amount of unrecognized benefits for uncertain tax positions. The Company's policy is to include interest and penalties related to unrecognized tax benefits in income tax expense.
Interim Financial Statements
The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the SEC and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended June 30, 2025.
In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly in all material respects the financial position of the Company as of December 31, 2025, the results of its operations for the fiscal three and six months ended December 31, 2025 and 2024, changes in stockholders' equity for the fiscal three and six months ended December 31, 2025 and 2024, and its cash flows for the fiscal six months ended December 31, 2025 and 2024. The condensed consolidated balance sheet at June 30, 2025, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements.
The results of operations for the fiscal three and six months ended December 31, 2025, are not necessarily indicative of the results to be expected for the entire fiscal year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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 Form 10-K for the fiscal year ended June 30, 2025. For the fiscal three and six months ended December 31, 2025, there have been no new or material changes to the significant accounting policies discussed in the Company’s Form 10-K for the fiscal year ended June 30, 2025, that are of significance, or potential significance, to the Company.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Guidance
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves the disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The ASU was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU effective for the fiscal year ended June 30, 2025, with retrospective application of the additional segment information for the fiscal years ended June 30, 2024, and 2023. Additional information regarding the Company's reportable segments, including the application of this ASU for the fiscal three and six months ended December 31, 2025, and 2024, is included in Note 11 to the condensed consolidated financial statements.
Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires additional disclosure related to rate reconciliation, income taxes paid, and other disclosures to improve the effectiveness of income tax disclosures. The ASU is effective for annual periods beginning after December 15, 2024, and applied on a prospective basis. Early adoption and retrospective application is permitted. The Company will adopt this ASU for the fiscal year ending June 30, 2026.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed disclosures of certain categories of expenses such as employee compensation, depreciation, and intangible asset amortization that are components of existing expense captions presented on the face of the consolidated statements of income. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends guidance related to the accounting for internal-use software development costs. The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages". It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
NOTE 3. REVENUE AND DEFERRED COSTS
Revenue Recognition
The Company generates revenue from data processing and hosting, transaction processing, software licensing and related services, professional services, and hardware sales.
Disaggregation of Revenue
The tables below present the Company's revenue disaggregated by type of revenue. Refer to Note 11, Reportable Segment Information, for disaggregated revenue by type and reportable segment. The majority of the Company’s revenue is earned domestically, with revenue from clients outside the United States comprising less than 1% of total revenue.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Private and Public Cloud | $ | 202,717 | | | $ | 187,139 | | | $ | 398,325 | | | $ | 369,398 | |
| Product Delivery and Services | 64,051 | | | 56,278 | | | 139,863 | | | 113,942 | |
| On-Premise Support | 79,041 | | | 79,610 | | | 184,471 | | | 196,366 | |
| Services and Support | 345,809 | | | 323,027 | | | 722,659 | | | 679,706 | |
| | | | | | | |
| Processing | 273,525 | | | 250,821 | | | 541,412 | | | 495,123 | |
| | | | | | | |
| Total Revenue | $ | 619,334 | | | $ | 573,848 | | | $ | 1,264,071 | | | $ | 1,174,829 | |
Contract Balances
The following table provides information about contract assets and contract liabilities from contracts with clients.
| | | | | | | | | | | |
| December 31, 2025 | | June 30, 2025 |
| Receivables, net | $ | 298,458 | | | $ | 317,977 | |
| Contract Assets - Current | 36,860 | | | 36,221 | |
| Contract Assets - Non-current | 122,708 | | | 121,675 | |
| Contract Liabilities (Deferred Revenue) - Current | 193,027 | | | 290,485 | |
| Contract Liabilities (Deferred Revenue) - Non-current | 77,967 | | | 72,889 | |
Contract assets primarily result from client discounts (contract incentives) where revenue is recognized and payment of consideration under the contract is contingent upon the transfer of services to a client over the contractual period. The current portion of contract assets is reported within prepaid expenses and other in the consolidated balance sheets, and the non-current portion is included in other non-current assets. Contract liabilities (deferred revenue) primarily relate to consideration received from clients in advance of delivery of the related goods and services to the client. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.
The Company analyzes contract language to identify if a significant financing component does exist and would adjust the transaction price for any material effects of the time value of money if the timing of payments provides either party to the contract with a significant benefit of financing the transaction.
For the fiscal three months ended December 31, 2025, and 2024, the Company recognized revenue of $77,274 and $76,528, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods. For the fiscal six months ended December 31, 2025, and 2024, the Company recognized revenue of $147,736 and $152,657, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods.
Amounts recognized that relate to performance obligations satisfied (or partially satisfied) in prior periods were immaterial for each period presented. These adjustments are primarily the result of transaction price re-allocations due to changes in estimates of variable consideration.
Transaction Price Allocated to Remaining Performance Obligations
As of December 31, 2025, estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period totaled $7,998,267. The Company expects to recognize approximately 23% over the next 12 months, 19% in 13-24 months, and the balance thereafter.
Contract Costs
The Company incurs incremental costs to obtain a contract as well as costs to fulfill contracts with clients that are expected to be recovered. These costs consist primarily of sales commissions, which are incurred only if a contract is obtained, and client conversion or implementation-related costs. Capitalized costs to obtain contracts with clients are included within prepaid expenses and other (current portion) and other non-current assets (non-current portion) in the Company's condensed consolidated balance sheets. Capitalized costs to fulfill contracts with clients are included within deferred costs (current portion) and non-current deferred costs (non-current portion) in the Company's condensed consolidated balance sheets. Capitalized costs are amortized based on the transfer of goods or services to which the asset relates, in line with the percentage of revenue recognized for each performance obligation to which the costs are allocated. Capitalized costs as of December 31, 2025, and June 30, 2025, were as follows:
| | | | | | | | | | | |
| December 31, 2025 | | June 30, 2025 |
Capitalized costs to obtain contracts with clients1 | $ | 276,714 | | | $ | 267,726 | |
Capitalized costs to fulfill contracts with clients | 293,182 | | | 273,988 | |
1 Includes current and non-current capitalized costs of $73,596 and $203,118 at December 31, 2025, respectively, and $82,441 and $185,285 at June 30, 2025, respectively.
For the fiscal three months ended December 31, 2025, and 2024, amortization of deferred contract costs totaled $46,806 and $43,640, respectively. For the fiscal six months ended December 31, 2025, and 2024, amortization of deferred contract costs totaled $93,988 and $98,547, respectively. There were no impairment losses in relation to capitalized costs for the periods presented.
NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS
For cash equivalents, certificates of deposit, amounts receivable or payable, and short-term borrowings, fair values approximate carrying value, based on the short-term nature of the assets and liabilities.
The Company's estimates of the fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets, and requires that observable inputs be used in the valuations when available. The three levels of the hierarchy are as follows:
Level 1: inputs to the valuation are quoted prices in an active market for identical assets.
Level 2: inputs to the valuation include quoted prices for similar assets in active markets that are observable either directly or indirectly.
Level 3: valuation is based on significant inputs that are unobservable in the market and the Company's own estimates of assumptions that we believe market participants would use in pricing the asset.
Fair values of financial assets and liabilities are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Estimated Fair Value Measurements | | Total Fair |
| | | Level 1 | | Level 2 | | Level 3 | | Value |
| December 31, 2025 | | | | | | | | |
Financial Assets: | | | | | | | | |
| | | | | | | | |
| Certificates of Deposit | | $ | — | | | $ | 9,652 | | | $ | — | | | $ | 9,652 | |
Financial Liabilities: | | | | | | | | |
| Credit facilities | | $ | — | | | $ | 20,000 | | | $ | — | | | $ | 20,000 | |
| June 30, 2025 | | | | | | | | |
Financial Assets: | | | | | | | | |
| Certificates of Deposit | | $ | — | | | $ | 4,620 | | | $ | — | | | $ | 4,620 | |
| | | | | | | | |
Financial Liabilities: | | | | | | | | |
| Credit facilities | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
NOTE 5. LEASES
The Company determines if an arrangement is a lease, or contains a lease, at inception. The lease term begins on the commencement date, which is the date the Company takes possession of the property and may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease agreements with lease and non-lease components are accounted for as a single lease component for all asset classes, which are comprised of real estate leases and equipment leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the Company’s leases do not typically provide an implicit rate, the Company uses its incremental borrowing rate based upon the information available at commencement date. The determination of the incremental borrowing rate requires judgment and is determined by using the Company’s current unsecured borrowing rate, adjusted for various factors such as collateralization and term to align with the terms of the lease.
The Company leases certain office space, data centers, and equipment with remaining terms of 3 months to 7 years. Certain leases contain renewal options for varying periods, which are at the Company’s sole discretion. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s ROU assets and lease liabilities. Certain leases require the Company to pay taxes, insurance, maintenance, and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the lease liability to the extent they are variable in nature. Variable lease costs are recognized as a variable lease expense when incurred.
At December 31, 2025, and June 30, 2025, the Company had operating lease assets of $42,149 and $44,761, respectively. At December 31, 2025, total operating lease liabilities of $48,497 were comprised of current operating lease liabilities of $9,584 and noncurrent operating lease liabilities of $38,913. At June 30, 2025, total operating lease liabilities of $51,187 were comprised of current operating lease liabilities of $9,397 and noncurrent operating lease liabilities of $41,790.
Operating lease assets are included within other non-current assets, and operating lease liabilities are included within accrued expenses (current portion) and other long-term liabilities (noncurrent portion) in the Company’s condensed consolidated balance sheets. Operating lease assets were recorded net of accumulated amortization of $45,934 and $41,229 as of December 31, 2025, and June 30, 2025, respectively.
Operating lease costs for the fiscal three months ended December 31, 2025, and 2024, were $2,793 and $2,900, respectively. Total operating lease costs for the respective quarters included variable lease costs of $796 and $930, respectively. Operating lease costs for the fiscal six months ended December 31, 2025, and 2024, were $5,563 and $5,792, respectively. Total operating lease costs for the respective fiscal year-to-date periods included variable lease costs of $2,146 and $1,483, respectively. Operating lease expense is included within cost of revenue, research and development, and selling, general, and administrative expense, dependent upon the nature and use of the ROU asset, in the Company’s condensed consolidated statements of income.
For the fiscal six months ended December 31, 2025, and 2024, the Company had operating cash flows for payments on operating leases of $5,639 and $5,197, and ROU assets obtained in exchange for operating lease liabilities of $2,081 and $7, respectively.
As of December 31, 2025, and June 30, 2025, the weighted-average remaining lease term for the Company's operating leases was 64 months and 69 months, respectively, and the weighted-average discount rate was 2.76% and 2.71%, respectively.
Maturity of Lease Liabilities under ASC 842
Future minimum rental payments on operating leases with initial non-cancellable lease terms in excess of one year were due as follows at December 31, 2025:
| | | | | | | | |
| Due Dates (fiscal year) | | Future Minimum Rental Payments |
| | |
2026 (remaining period) | | $ | 5,649 | |
2027 | | 10,866 | |
2028 | | 10,596 | |
2029 | | 8,057 | |
2030 | | 7,006 | |
| Thereafter | | 11,289 | |
| Total lease payments | | $ | 53,463 | |
| Less: interest | | (4,966) | |
| Present value of lease liabilities | | $ | 48,497 | |
Future lease payments include $5,464 related to options to extend lease terms that are reasonably certain of being exercised. At December 31, 2025, there were no material legally binding lease payments for leases signed but not yet commenced.
The Company may sublease its facilities from time to time to third parties. Sublease income is recognized on a straight-line basis over the lease term, and is included within revenue on the Company's condensed consolidated statements of income. Sublease income was immaterial for the fiscal three and six months ended December 31, 2025, and 2024, and the Company expects sublease income to remain immaterial in future periods.
NOTE 6. DEBT
Credit facilities
On August 31, 2022, the Company entered into a five-year senior, unsecured amended and restated credit agreement. The credit agreement allows for borrowings of up to $600,000, which may be increased to $1,000,000 by the Company at any time until maturity. The credit agreement bears interest at a variable rate equal to (a) a rate based on an adjusted Secured Overnight Financing Rate (“SOFR”) term rate or (b) an alternate base rate (the highest of (i) 0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Adjusted Term SOFR Screen Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day for Dollars plus 1.0%), plus an applicable percentage in each case determined by the Company's leverage ratio. The credit agreement is guaranteed by certain subsidiaries of the Company and is subject to various financial covenants that require the Company to maintain certain financial ratios as defined in the credit agreement. As of December 31, 2025, the Company was in compliance with all such covenants. The credit facility terminates August 31, 2027. There was $20,000 and $0 outstanding under the credit facility at December 31, 2025, and June 30, 2025, respectively.
Other lines of credit
On October 31, 2024, the Company entered into a discretionary line of credit demand note, which provided for funding of up to $50,000 and bore interest at the prime rate less 2.0%. The note did not constitute a committed line of credit. The line of credit expired on October 31, 2025. There was no balance outstanding at December 31, 2025, or June 30, 2025.
On July 18, 2025, the Company entered into an unsecured committed revolving line of credit facility with a commercial bank in the amount of $50,000, which bears interest at the prime rate less 1.0%. The line of credit expires on July 17, 2026. There was no balance outstanding at December 31, 2025.
Interest
The Company paid interest of $1,783 and $4,352 during the fiscal six months ended December 31, 2025, and 2024, respectively.
NOTE 7. INCOME TAXES
The effective tax rate increased for the fiscal three months ended December 31, 2025, compared to the fiscal three months ended December 31, 2024, with an effective tax rate of 24.1% of income before income taxes, compared to 23.2% in the prior fiscal year quarter. The increase in the Company's effective tax rate was primarily due to differences in the tax impacts of stock-based compensation between the two periods and the tax benefits from the purchase of investment tax credits during the prior fiscal year quarter.
For the fiscal six months ended December 31, 2025, the effective tax rate increased compared to the fiscal six months ended December 31, 2024, with an effective tax rate of 24.2% of income before income taxes, compared to 23.6% for the same period last fiscal year. The increase in the effective tax rate for the fiscal six months ended December 31, 2025, was primarily due to differences in the tax impacts of stock-based compensation between the two periods and the tax benefits from the purchase of investment tax credits during the prior fiscal year.
The Company paid income taxes, net of refunds, of $24,835 and $65,833 in the fiscal six months ended December 31, 2025, and 2024, respectively.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant changes to U.S. federal income tax law. Key provisions affecting the Company include the permanent restoration of immediate expensing for domestic research and development (“R&D”), an election to deduct the unamortized balance of domestic R&D expenditures that were previously capitalized under the Tax Cuts and Jobs Act of 2017 ("TCJA"), and the reinstatement of 100% bonus depreciation for qualified property placed in service after January 19, 2025. The legislation did not materially impact the effective tax rate in the current period, and the Company does not anticipate a material impact in future periods. However, the Company does anticipate a significant reduction in cash tax payments and income taxes payable for the current fiscal year as well as a decrease in deferred tax assets related to the key provisions cited above.
All tax effects of the change in tax law on current or deferred tax balances have been recorded as a component of the income tax provision related to continuing operations. The Company will continue to monitor developments related to OBBBA and evaluate the financial reporting implications of any elections or method changes made under the new guidance.
At December 31, 2025, the Company had $23,890 of gross unrecognized tax benefits before interest and penalties, $21,501 of which, if recognized, would affect our effective tax rate. The Company had accrued interest and penalties of $5,304 related to uncertain tax positions at December 31, 2025. We do not expect a material change to our unrecognized tax benefits during the next twelve months.
The U.S. federal and state income tax returns for fiscal 2022 and all subsequent years remain subject to examination as of December 31, 2025, under statute of limitations rules. In addition, certain U.S. state income tax returns remain subject to examination as of December 31, 2025, under the statute of limitation rules for fiscal 2016 through 2022. The Internal Revenue Service ("IRS") is currently conducting an examination of the Company's U.S. federal income tax return for the fiscal 2023 tax year. The IRS examination was initiated during the first quarter of fiscal 2026 and as of December 31, 2025, this examination is still ongoing.
NOTE 8. STOCK-BASED COMPENSATION
Our operating income for the fiscal three months ended December 31, 2025, and 2024, included $8,438 and $8,834 of stock-based compensation costs, respectively. Our operating income for the fiscal six months ended December 31, 2025, and 2024, included $14,756 and $15,539 of stock-based compensation costs, respectively.
On November 10, 2015, the Company adopted the 2015 Equity Incentive Plan (“2015 EIP”) for its associates and non-employee directors. The plan expired on November 10, 2025. The plan allowed for grants of stock options, stock appreciation rights, restricted stock shares or units, and performance shares or units. The maximum number of shares that were authorized for issuance under the plan was 3,000.
On November 12, 2025, the Company adopted the 2025 Equity Incentive Plan ("2025 EIP") for its associates and non-employee directors. The plan allows for grants of stock options, restricted stock shares or units, and performance shares or units. The maximum number of shares authorized for issuance under the plan is 4,700.
Restricted stock unit and performance unit awards
The Company issued unit awards under the 2015 EIP for fiscal 2026 until November 10, 2025, the date on which the 2015 EIP expired. Subsequent to this expiration, unit awards were issued under the 2025 EIP. Restricted stock unit awards (which are unit awards that have service requirements only and are not tied to performance measures) generally vest over a period of 1 to 3 years. Performance unit awards are awards that have performance measures in addition to service requirements.
The following table summarizes non-vested restricted stock unit awards and performance unit awards as of December 31, 2025:
| | | | | | | | | | | | | | | | | | | | |
| Unit awards | | Units | | Weighted Average Grant Date Fair Value Per Unit | | Aggregate Intrinsic Value |
| Outstanding July 1, 2025 | | 348 | | | $ | 183.88 | | | |
Granted1 | | 172 | | | 168.58 | | | |
| Vested | | (118) | | | 188.51 | | | |
Forfeited2 | | (34) | | | 224.85 | | | |
| Outstanding December 31, 2025 | | 368 | | | $ | 171.47 | | | $ | 67,180 | |
1Granted includes restricted stock unit awards and performance unit awards with market conditions at 100% achievement.
2Forfeited includes restricted stock unit awards and performance unit awards forfeited for service requirements not met and performance unit awards not settled due to underachievement of performance measures.
Of the 172 unit awards granted in fiscal 2026, 121 were restricted stock unit awards and 51 were performance unit awards. The restricted stock unit awards were valued at the weighted average fair value of the non-vested units based on the fair market value of the Company’s equity shares on the grant date, less the present value of expected future dividends to be declared during the vesting period, consistent with the methodology for calculating compensation expense on such awards.
20 of the performance unit awards granted in fiscal 2026 were valued at grant by estimating 100% payout at release and using the fair market value of the Company equity shares on the grant date, less the present value of expected future dividends to be declared during the vesting period. The payout at release of approximately half of these performance unit awards will be determined based on the Company's compound annual growth rate for revenue (excluding adjustments) for the first fiscal year vesting period, second fiscal year vesting period, third fiscal year vesting period, and the cumulative fiscal three-year vesting period compared against goal thresholds as defined in the award agreement. The performance payout at release of the other half of these performance unit awards will be determined based on the expansion of the Company's non-GAAP operating margin over the first fiscal year vesting period, second fiscal year vesting period, third fiscal year vesting period, and the cumulative fiscal three-year vesting period. 31 of the performance unit awards have market conditions and were valued at grant using a Monte Carlo pricing model as of the measurement date customized to the specific provisions of the Company’s plan design. Per the Company's award vesting and settlement provisions, the performance unit awards that utilize a Monte Carlo pricing model were valued at grant on the basis of Total Shareholder Return (“TSR”) in comparison to the compensation peer group comprised of the Standard and Poor's 900 Index ("S&P 900") participant companies for fiscal year 2026. The Monte Carlo inputs used in the model to estimate fair value at the measurement date and resulting values for these performance unit awards are as follows:
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| Monte Carlo award inputs: | Fiscal 2026 | | | | |
| Compensation Peer Group: | | | | | |
| Volatility | 23.6 | % | | | | |
| Risk free interest rate | 3.66 | % | | | | |
| Annual dividend based on most recent quarterly dividend | $2.32 | | | | |
| Dividend yield | 1.36 | % | | | | |
| Beginning average percentile rank for TSR | 20.0 | % | | | | |
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At December 31, 2025, there was $31,150 of compensation expense that has yet to be recognized related to non-vested restricted stock unit and performance unit awards, which will be recognized over a weighted average period of 1.39 years.
NOTE 9. EARNINGS PER SHARE
The following table reflects the reconciliation between basic and diluted earnings per share.
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| Three Months Ended December 31, | | Six Months Ended December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Net Income | $ | 124,668 | | | $ | 97,845 | | | $ | 268,655 | | | $ | 217,036 | |
| Common share information: | | | | | | | |
| Weighted average shares outstanding for basic earnings per share | 72,267 | | | 72,924 | | | 72,509 | | | 72,914 | |
| Dilutive effect of stock options, restricted stock units, and performance units | 146 | | | 158 | | | 152 | | 166 |
| Weighted average shares outstanding for diluted earnings per share | 72,413 | | | 73,082 | | | 72,661 | | | 73,080 | |
| Basic earnings per share | $ | 1.73 | | | $ | 1.34 | | | $ | 3.71 | | | $ | 2.98 | |
| Diluted earnings per share | $ | 1.72 | | | $ | 1.34 | | | $ | 3.70 | | | $ | 2.97 | |
Per share information is based on the weighted average number of common shares outstanding for the fiscal three and six months ended December 31, 2025, and 2024. Stock options, restricted stock units, and performance units have been included in the calculation of diluted earnings per share to the extent they are dilutive. There were 25 and 20 anti-dilutive restricted stock units or performance units excluded for the fiscal three and six months ended December 31, 2025, respectively, and nominal anti-dilutive stock options, restricted stock units, or performance units were excluded for the fiscal three and six months ended December 31, 2024.
NOTE 10. BUSINESS ACQUISITION
Victor Technologies, Inc.
On September 30, 2025, the Company acquired substantially all the assets of Victor Technologies, Inc. ("Victor") for $42,390 paid in cash. The primary reason for the acquisition was to expand the Company's capabilities in the Payments-as-a-Service market. Victor is a cloud-native, API-first provider of direct-to-core embedded payments solutions.
Management has completed a preliminary purchase price allocation and assessment of the fair value of acquired assets and liabilities assumed. The recognized amounts of identifiable assets acquired, and liabilities assumed, based on their fair values as of September 30, 2025, are set forth below:
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| Current assets | $ | 1,866 | |
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| Identifiable intangible assets | 18,800 | |
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Total liabilities assumed | (1,219) | |
| Total identifiable net assets | 19,447 | |
| Goodwill | 22,943 | |
| Net assets acquired | $ | 42,390 | |
Measurement period adjustments were made during the second quarter of fiscal 2026, which resulted in an adjustment to the amount recorded for goodwill.
The goodwill of $22,943 arising from this acquisition consists largely of the growth potential, synergies, and economies of scale expected from combining the operations of the Company with the acquired operations of Victor, together with the value of Victor's assembled workforce. The goodwill from this acquisition has been allocated to our Payments segment and $22,943 is expected to be deductible for income tax purposes.
Identifiable intangible assets from this acquisition consist of customer relationships of $2,700, computer software of $15,300, and other intangible assets of $800. The amortization period for acquired customer relationships, computer software, and other intangible assets is over a term of 10 years.
The fair value of current assets acquired included accounts receivable of $1,866, none of which were expected to be uncollectible.
Costs incurred related to the acquisition of Victor were immaterial for the periods presented.
The accompanying condensed consolidated statements of income for the fiscal three and six months ended December 31, 2025, do not include any revenues and expenses related to this acquisition prior to the acquisition date. The impact of this acquisition was considered immaterial to both the current and prior periods of our condensed consolidated financial statements and pro forma financial information has not been provided.
NOTE 11. REPORTABLE SEGMENT INFORMATION
The Company is a well-rounded financial technology company and is a leading provider of technology solutions and payment processing services primarily to community and regional banks and credit unions.
The Company’s operations are classified into four reportable segments: Core, Payments, Complementary, and Corporate and Other. The Core segment provides core information processing platforms to banks and credit unions, which consist of integrated applications required to process deposit, loan, and general ledger transactions, and maintain centralized accountholder information. The Payments segment provides secure payment processing tools and services, including ATM, debit, and credit card processing services, online and mobile bill pay solutions, money movement and embedded payment capabilities, remote deposit capture processing, and risk management products and services. The Complementary segment provides additional software, hosted processing platforms, and services, including digital/mobile banking, treasury services, online account opening, fraud/anti-money laundering (“AML”) and lending/deposit solutions that can be integrated with the Company's Core solutions, and many can be used independently. The Corporate and Other segment includes revenue and costs from hardware and other products not attributed to any of the other three segments, as well as operating expenses not directly attributable to the other three segments.
The Company's Chief Executive Officer, who is also the Company's chief operating decision maker ("CODM"), regularly evaluated segment performance and made strategic decisions on the allocation of resources to the segments based on various factors, including performance against trend, budget, and forecast for the fiscal three and six months ended December 31, 2025, and 2024. The CODM also used reportable segment revenue, costs of revenue, and segment income to evaluate segment performance and allocate resources. The Company has not disclosed any additional asset information by segment, as the information is not generated for internal management reporting to the CODM.
During the fiscal six months ended December 31, 2025, the Company transferred a product from the Corporate and Other segment to the Complementary segment due to better alignment with the Complementary segment. As a result of this transfer, adjustments were made during the fiscal three and six months ended December 31, 2025, to reclassify related revenue and cost of revenue recognized for the fiscal three and six months ended December 31, 2024, from the Corporate and Other segment to the Complementary segment. Revenue reclassed for the fiscal three and six months ended December 31, 2024, was $3,229 and $6,472, respectively. Cost of revenue reclassed for the fiscal three and six months ended December 31, 2024, was $743 and $1,446, respectively.
Immaterial adjustments have been made between segments during the fiscal three and six months ended December 31, 2025, to reclassify revenue and cost of revenue that was recognized for the fiscal three and six months ended December 31, 2024. These reclasses were made to be consistent with the current allocation of revenue and cost of revenue by segment. Revenue reclassed for the fiscal three and six months ended December 31, 2024, from the Core segment to the Complementary segment, was $1,566 and $2,901, respectively. Cost of revenue reclassed for the fiscal three and six months ended December 31, 2024, from the Core segment to the Complementary segment, was $415 and $888, respectively.
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| Three Months Ended |
| December 31, 2025 |
| Core | | Payments | | Complementary | | Corporate and Other | | Total |
| REVENUE | | | | | | | | | |
| Services and Support | $ | 174,875 | | | $ | 22,759 | | | $ | 132,252 | | | $ | 15,923 | | | $ | 345,809 | |
| Processing | 11,225 | | | 209,216 | | | 49,456 | | | 3,628 | | | 273,525 | |
| Total Revenue | 186,100 | | | 231,975 | | | 181,708 | | | 19,551 | | | 619,334 | |
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| Cost of Revenue | 74,930 | | | 120,044 | | | 69,265 | | | 86,750 | | | 350,989 | |
| Research and Development | | | | | | | | | 42,228 | |
| Selling, General, and Administrative | | | | | | | | | 66,969 | |
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| Total Expenses | | | | | | | | | 460,186 | |
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| SEGMENT INCOME | $ | 111,170 | | | $ | 111,931 | | | $ | 112,443 | | | $ | (67,199) | | | |
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| OPERATING INCOME | | | | | | | | | 159,148 | |
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INTEREST INCOME | | | | | | | | | 5,045 | |
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| INCOME BEFORE INCOME TAXES | | | | | | | | | $ | 164,193 | |
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| Three Months Ended |
| December 31, 2024 |
| Core | | Payments | | Complementary | | Corporate and Other | | Total |
| REVENUE | | | | | | | | | |
| Services and Support | $ | 161,553 | | | $ | 20,094 | | | $ | 122,369 | | | $ | 19,011 | | | $ | 323,027 | |
| Processing | 10,054 | | | 194,742 | | | 43,363 | | | 2,662 | | | 250,821 | |
| Total Revenue | 171,607 | | | 214,836 | | | 165,732 | | | 21,673 | | | 573,848 | |
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| Cost of Revenue | 70,324 | | | 114,738 | | | 64,542 | | | 83,246 | | | 332,850 | |
| Research and Development | | | | | | | | | 41,095 | |
| Selling, General, and Administrative | | | | | | | | | 76,901 | |
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| Total Expenses | | | | | | | | | 450,846 | |
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| SEGMENT INCOME | $ | 101,283 | | | $ | 100,098 | | | $ | 101,190 | | | $ | (61,573) | | | |
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| OPERATING INCOME | | | | | | | | | 123,002 | |
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INTEREST INCOME | | | | | | | | | 4,379 | |
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| INCOME BEFORE INCOME TAXES | | | | | | | | | $ | 127,381 | |
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| Six Months Ended |
| December 31, 2025 |
| Core | | Payments | | Complementary | | Corporate & Other | | Total |
| REVENUE | | | | | | | | | |
| Services and Support | $ | 358,735 | | | $ | 48,500 | | | $ | 278,563 | | | $ | 36,861 | | | $ | 722,659 | |
| Processing | 22,658 | | | 414,368 | | | 97,363 | | | 7,023 | | | 541,412 | |
| Total Revenue | 381,393 | | | 462,868 | | | 375,926 | | | 43,884 | | | 1,264,071 | |
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| Cost of Revenue | 148,067 | | | 238,703 | | | 141,526 | | | 171,258 | | | 699,554 | |
| Research and Development | | | | | | | | | 81,505 | |
| Selling, General, and Administrative | | | | | | | | | 139,799 | |
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| Total Expenses | | | | | | | | | 920,858 | |
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| SEGMENT INCOME | $ | 233,326 | | | $ | 224,165 | | | $ | 234,400 | | | $ | (127,374) | | | |
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| OPERATING INCOME | | | | | | | | | 343,213 | |
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INTEREST INCOME | | | | | | | | | 11,298 | |
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| INCOME BEFORE INCOME TAXES | | | | | | | | | $ | 354,511 | |
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| Six Months Ended |
| December 31, 2024 |
| Core | | Payments | | Complementary | | Corporate & Other | | Total |
| REVENUE | | | | | | | | | |
| Services and Support | $ | 345,084 | | | $ | 42,837 | | | $ | 256,940 | | | $ | 34,845 | | | $ | 679,706 | |
| Processing | 20,812 | | | 383,921 | | | 85,072 | | | 5,318 | | | 495,123 | |
| Total Revenue | 365,896 | | | 426,758 | | | 342,012 | | | 40,163 | | | 1,174,829 | |
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| Cost of Revenue | 151,271 | | | 227,757 | | | 131,686 | | | 165,568 | | | 676,282 | |
| Research and Development | | | | | | | | | 80,780 | |
| Selling, General, and Administrative | | | | | | | | | 143,489 | |
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| Total Expenses | | | | | | | | | 900,551 | |
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| SEGMENT INCOME | $ | 214,625 | | | $ | 199,001 | | | $ | 210,326 | | | $ | (125,405) | | | |
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| OPERATING INCOME | | | | | | | | | 274,278 | |
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INTEREST INCOME | | | | | | | | | 9,901 | |
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| INCOME BEFORE INCOME TAXES | | | | | | | | | $ | 284,179 | |
NOTE 12. SUBSEQUENT EVENTS
None.