JACK HENRY & ASSOCIATES INC - Quarter Report: 2006 December (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2006

( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ________________
	Commission file number 0-14112

JACK HENRY & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)

Delaware	43-1128385
State or Other Jurisdiction of Incorporation	I.R.S Employer Identification No.

663 Highway 60, P.O. Box 807, Monett, MO 65708
Address of Principle Executive Offices
(Zip Code)

417-235-6652
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of January 31, 2007, Registrant has 89,837,764 shares of common stock outstanding ($0.01 par value)

JACK HENRY & ASSOCIATES, INC.
CONTENTS

PART I	FINANCIAL INFORMATION	Page Reference
ITEM 1	Financial Statements

	Condensed Consolidated Balance Sheets
	December 31, 2006 and June 30, 2006 (Unaudited)	3

	Condensed Consolidated Statements of Income for the Three and Six
	Months Ended December 31, 2006 and 2005 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the Six Months
	Ended December 31, 2006 and 2005 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

ITEM 2	Management's Discussion and Analysis of Financial Condition and
	Results of Operations	11

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	18

ITEM 4	Controls and Procedures	18

PART II	OTHER INFORMATION

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	18

ITEM 6	Exhibits	18

PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
(Unaudited)

		December 31, 2006		June 30, 2006

ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	27,625		$	74,139
	Investments, at amortized cost		1,130			2,181
	Receivables		113,258			180,295
	Prepaid expenses and other		22,850			24,402
	Prepaid cost of product		19,507			22,228
	Deferred income taxes		3,375			3,165


	Total current assets		187,745			306,410

PROPERTY AND EQUIPMENT, net			249,316			251,632

OTHER ASSETS:
	Prepaid cost of product		15,560			15,191
	Computer software, net of amortization		53,780			43,840
	Other non-current assets		9,689			9,285
	Customer relationships, net of amortization		64,568			63,162
	Trade names		4,009			4,009
	Goodwill		245,656			212,538


	Total other assets		393,262			348,025


	Total assets	$	830,323		$	906,067


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable	$	8,161		$	14,525
	Accrued expenses		22,429			29,012
	Accrued income taxes		10,250			3,312
	Note payable and current maturities of capital leases		25,278			50,241
	Deferred revenues		111,399			166,402


	Total current liabilities		177,517			263,492

LONG TERM LIABILITIES:
	Deferred revenues		18,361			19,317
	Deferred income taxes		54,970			47,430
	Other long-term liabilities, net of current maturities		601			616


	Total long term liabilities		73,932			67,363


	Total liabilities		251,449			330,855

STOCKHOLDERS' EQUITY
	Preferred stock - $1 par value; 500,000 shares authorized, none issued		-			-
	Common stock - $0.01 par value: 250,000,000 shares authorized;
	Shares issued at 12/31/06 were 94,733,780
	Shares issued at 06/30/06 were 93,955,663		947			939
	Additional paid-in capital		236,665			224,195
	Retained earnings		441,063			401,849
	Less treasury stock at cost 5,025,741 shares
	at 12/31/06, 2,766,062 shares at 06/30/06		(99,801)			(51,771)


	Total stockholders' equity		578,874			575,212


	Total liabilities and stockholders' equity	$	830,323		$	906,067


See notes to condensed consolidated financial statements

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)

			Three Months Ended				Six Months Ended
			December 31,				December 31,

			2006		2005		2006		2005

REVENUE
	License	$	21,173	$	20,836	$	36,712	$	37,744
	Support and service		124,235		106,524		239,812		205,925
	Hardware		21,836		20,057		41,335		40,731

	Total		167,244		147,417		317,859		284,400

COST OF SALES
	Cost of license		778		1,061		1,334		1,912
	Cost of support and service		77,501		66,356		150,551		130,593
	Cost of hardware		15,977		14,517		29,679		29,857

	Total		94,256		81,934		181,564		162,362

GROSS PROFIT			72,988		65,483		136,295		122,038

OPERATING EXPENSES
	Selling and marketing		12,973		12,300		24,939		23,740
	Research and development		8,989		8,003		17,505		14,752
	General and administrative		11,407		11,130		21,313		18,935

	Total		33,369		31,433		63,757		57,427

OPERATING INCOME			39,619		34,050		72,538		64,611

INTEREST INCOME (EXPENSE)
	Interest income		406		425		1,962		868
	Interest expense		(299)		(132)		(515)		(307)

	Total		107		293		1,447		561

INCOME BEFORE INCOME TAXES			39,726		34,343		73,985		65,172

PROVISION FOR INCOME TAXES			11,938		12,707		24,785		24,114


NET INCOME		$	27,788	$	21,636	$	49,200	$	41,058


Diluted net income per share		$	0.30	$	0.23	$	0.53	$	0.44

Diluted weighted average shares outstanding			92,246		93,637		92,569		93,818


Basic net income per share		$	0.31	$	0.24	$	0.54	$	0.45

Basic weighted average shares outstanding			90,211		91,352		90,634		91,457


See notes to condensed consolidated financial statements

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

			Six Months Ended
			December 31,
			2006		2005
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income		$	49,200	$	41,058

Adjustments to reconcile net income from operations
	to cash from operating activities:
	Depreciation		17,890		16,176
	Amortization		5,968		5,134
	Deferred income taxes		5,135		3,124
	Loss on disposal of property and equipment		102		113
	Stock- based compensation		413		257
	Other, net		(57)		-

Changes in operating assets and liabilities, net of acquisitions:
	Receivables		67,131		107,342
	Prepaid expenses, prepaid cost of product, and other		3,768		(1,484)
	Accounts payable		(6,370)		(8,488)
	Accrued expenses		(6,910)		(5,037)
	Income taxes		8,028		1,056
	Deferred revenues		(58,220)		(52,023)


	Net cash from operating activities		86,078		107,228

CASH FLOWS FROM INVESTING ACTIVITIES:
	Payment for acquisitions, net of cash acquired		(35,980)		(19,177)
	Capital expenditures		(15,496)		(18,971)
	Computer software developed		(10,094)		(8,109)
	Proceeds from investments		3,660		2,000
	Purchase of investments		(2,552)		(1,982)
	Other, net		-		212


	Net cash from investing activities		(60,462)		(46,027)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Note payable, net		(25,089)		(20,000)
	Purchase of treasury stock		(48,030)		(12,576)
	Dividends paid		(9,986)		(8,225)
	Excess tax benefits from stock-based compensation		1,655		-
	Proceeds from issuance of common stock
	Upon exercise of stock options		8,995		5,888
	Proceeds from sale of common stock, net		325		353


	Net cash from financing activities		(72,130)		(34,560)


NET CHANGE IN CASH AND CASH EQUIVALENTS		$	(46,514)	$	26,641

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		$	74,139	$		11,608


CASH AND CASH EQUIVALENTS, END OF PERIOD		$	27,625	$		38,249

Net cash paid for income taxes was $9,933 and $19,915 for the six months ended December 31, 2006 and 2005, respectively. The Company paid interest of $842 and $454 for the six months ended December 31, 2006 and 2005, respectively.

See notes to condensed consolidated financial statements

JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Amounts)
(Unaudited)

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF THE COMPANY

Jack Henry & Associates, Inc. and Subsidiaries ("JHA" or the "Company") is a leading provider of integrated computer systems that has developed and acquired a number of banking and credit union software systems. The Company's revenues are predominately earned by marketing those systems to financial institutions nationwide together with computer equipment (hardware) and by providing the conversion and software implementation services for financial institutions to utilize a JHA software system. JHA also provides continuing support and services to customers using in-house or outsourced systems.

CONSOLIDATION

The consolidated financial statements include the accounts of JHA and all of its subsidiaries, which are wholly-owned, and all significant intercompany accounts and transactions have been eliminated.

STOCK-BASED COMPENSATION

For the three months ended December 31, 2006 and 2005, there was $265 and $108, respectively, in compensation expense from equity-based awards. Net income for the first six months of fiscal 2007 and 2006 includes $413 and $257 of stock-based compensation costs, respectively.

Changes in stock options outstanding and exercisable are as follows:

	Number of	Weighted Average	Aggregate
	Shares	Exercise Price	Intrinsic Value

Outstanding July 1, 2006	7,700	$15.34
Granted	30	21.79
Forfeited	(54)	13.86
Exercised	(762)	11.81

Outstanding December 31, 2006	6,914	$15.77	$42,650


Exercisable December 31, 2006	6,807	$15.71	$42,392

For the six months ended December 31, 2006 and 2005, the weighted average fair value of options granted was $10.43 and $10.13, respectively, using the Black-Scholes option pricing model. In both years, all options were granted during the second quarter.

The assumptions used in this model to estimate fair value and resulting values are as follows:

	Six Months Ended
	December 31,
	2006	2005


Weighted Average Assumptions:
Expected life (years)	7.41	7.65
Volatility	37%	42%
Risk free interest rate	4.7%	4.4%
Dividend yield	0.96%	0.89%

As of December 31, 2006, there was $490 of total unrecognized compensation cost related to unamortized compensation expense related to outstanding options that is expected to be recognized over a weighted-average period of 0.86 years.

The Restricted Stock Plan was adopted by the Company on November 1, 2005, for its employees. Up to 3,000 shares of common stock are available for issuance under the Plan. Upon issuance, shares of restricted stock are subject to forfeiture and to restrictions which limit the sale or transfer of the shares during the restriction period. As of December 30, 2006, no restricted stock has been issued.

COMPREHENSIVE INCOME

Comprehensive income for the three and six-month periods ended December 31, 2006 and 2005 equals the Company's net income.

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 short-term borrowings on its existing credit facility. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At June 30, 2006, there were 2,766 shares in treasury stock and the Company had the remaining authority to repurchase up to 2,225 shares. On August 25, 2006, the Company's Board of Directors approved a 5,000 increase to the stock repurchase authorization. During the six months ended December 31, 2006, the Company repurchased 2,260 treasury shares for $48,030. The total cost of treasury shares at December 31, 2006 is $99,801. At December 31, 2006, there were 5,026 shares in treasury stock and the Company had the authority to repurchase up to 4,965 additional shares.

INTERIM FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America applicable to interim condensed consolidated financial statements, and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes, which are included in its Annual Report on Form 10-K ("Form 10-K") for the year ended June 30, 2006. 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 year ended June 30, 2006.

In the opinion of management of the Company, the accompanying condensed consolidated financial statements reflect all adjustments necessary (consisting solely of normal recurring adjustments) to present fairly the financial position of the Company as of December 31, 2006, and the results of its operations for the three and six-month periods ended December 31, 2006 and 2005 and its cash flows for the six-month periods ended December 31, 2006 and 2005.

The results of operations for the three and six-month periods ended December 31, 2006 are not necessarily indicative of the results to be expected for the entire year.

NOTE 2. ADDITIONAL INTERIM FOOTNOTE INFORMATION

The following additional information is provided to update the notes to the Company's annual consolidated financial statements for the developments during the three and six months ended December 31, 2006.

ACQUISITIONS

On November 1, 2006, the Company acquired all of the capital stock of Margin Maximizer Group, Inc., which does business as US Banking Alliance ("USBA"). USBA is a leading provider of loan and deposit pricing software and related consulting services to banks and credit unions. The purchase price for USBA, $34,000 paid in cash, was preliminarily allocated to the assets and liabilities acquired based on then estimated fair values at the acquisition date, resulting in an allocation of ($2,038) to working capital, $69 to property and equipment, $2,515 to capitalized software, $4,705 to customer relationships, and $28,749 to goodwill. The acquired goodwill has been allocated to the bank segment. The Company and the former shareholders of Margin Maximizer Group, Inc. jointly made a Section 338(h)(10) election for this acquisition. This election allows treatment of this acquisition as an asset acquisition, which permits the Company to amortize the capitalized software, customer relationships and goodwill for tax purposes. Pro forma results of this acquisition were not material; therefore, they are not presented.

DEBT

The Company renewed a bank credit line on March 22, 2006 which provides for funding of up to $8,000 and bears interest at the prime rate (8.25% at December 31, 2006). The credit line expires March 22, 2007 and is secured by $1,000 of investments. At December 31, 2006, no amount was outstanding.

The Company obtained an unsecured bank credit line on April 28, 2006 which provides for funding of up to $5,000 and bears interest at the prime rate less 1% (7.25% at December 31, 2006). The credit line matures on April 30, 2008. At December 31, no amount was outstanding.

An unsecured revolving bank credit facility allows borrowing of up to $150,000 which may be increased by the Company at any time prior to April 20, 2008 to $225,000. The unsecured revolving bank credit facility bears interest at a rate equal to (a) LIBOR or (b) an alternate base rate (the greater of (a) the Federal Funds Rate plus ½% or (b) the Prime Rate), plus an applicable percentage in each case determined by the Company's leverage ratio. The unsecured revolving credit line terminates April 19, 2010. At June 30, 2006, the revolving bank credit facility balance was $50,000. At December 31, 2006, the revolving bank credit facility balance was $25,000.

During fiscal year 2006 and the first six months of fiscal 2007, the company has entered into various capital lease obligations totaling $848 for the use of certain computer equipment. At June 30, 2006, $662 was outstanding, of which $241 was included in current maturities. At December 31, 2006, $672 was outstanding, of which $278 is included in current maturities.

COMMITMENTS AND CONTINGENCIES

On August 31, 2006, the Board of Directors approved bonus plans for its executive officers and general managers for the current fiscal year. Under the plan, bonuses will be paid following the end of the current fiscal year if earnings per share growth targets are achieved by the Company. No bonus is payable under the plan unless earnings per share growth of at least 14% is achieved. Beginning with 14% earnings per share growth, bonuses payable under the plan tier upward from 7.5% of base salary up to a maximum of 45%, payable if earnings per share growth of 20% or more is achieved.

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No.3" ("SFAS 154"). SFAS 154 changes the requirements for the accounting for, and reporting of, a change in accounting principle. SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented using the accounting principle. SFAS 154 is effective for accounting changes and corrections of errors in fiscal years beginning after December 15, 2005. The Company adopted SFAS 154 effective July 1, 2006. As there were no material accounting changes or errors for the six months ended December 31, 2006, the adoption did not have a material impact on the Company's results of operations or financial condition.

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides related guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. FIN 48 is effective for the Company beginning July 1, 2007. The Company is currently evaluating the impact of this Interpretation.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB 108"). SAB 108 provides guidance on how prior year misstatements should be considered when quantifying misstatements in current year financial statements for purposes of assessing materiality. SAB 108 requires that a registrant assess the materiality of a current period misstatement by determining how the current period's balance sheet would be affected in correcting a misstatement without considering the year(s) in which the misstatement originated and how the current period's income statement is misstated, including the reversing effect of prior year misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. The cumulative effect of applying SAB 108 may be recorded by adjusting current year beginning balances of the affected assets and liabilities with a corresponding adjustment to the current year opening balance in retained earnings if certain criteria are met. The Company is currently evaluating the impact of SAB 108 and does not expect that the bulletin will have a material impact on the Company's condensed consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP and requires enhanced disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for the Company beginning July 1, 2007. The Company is currently evaluating the impact of this pronouncement.

NOTE 4. SHARES USED IN COMPUTING NET INCOME PER SHARE

	Three Months Ended		Six Months Ended
	December 31,		December 31,
	2006	2005	2006	2005

Weighted average number of common shares
outstanding - basic	90,211	91,352	90,634	91,457

Common stock equivalents	2,035	2,285	1,935	2,361


Weighted average number of common and
common equivalent shares outstanding - diluted	92,246	93,637	92,569	93,818

Per share information is based on the weighted average number of common shares outstanding for the periods ended December 31, 2006 and 2005. Stock options have been included in the calculation of income per share to the extent they are dilutive. Anti-dilutive stock options to purchase approximately 826 and 1,710 shares and 1,316 and 1,714 shares for the three and six-month periods ended December 31, 2006 and 2005, respectively, were not included in the computation of diluted income per common share.

NOTE 5. BUSINESS SEGMENT INFORMATION

The Company is a leading provider of integrated computer systems that perform data processing (both in-house and outsourced) for banks and credit unions. The Company's operations are classified into two business segments: bank systems and services and credit union systems and services. The Company evaluates the performance of its segments and allocates resources to them based on various factors, including prospects for growth, return on investment, and return on revenue.

Three Months Ended

Three Months Ended

December 31, 2006

December 31, 2005

Bank

Credit Union

Total

Bank

Credit Union

Total

REVENUE

License

$ 16,965

$ 4,208

$ 21,173

$ 14,604

$ 6,232

$ 20,836

Support and service

105,065

19,170

124,235

88,558

17,966

106,524

Hardware

17,846

3,990

21,836

14,673

5,384

20,057

Total

139,876

27,368

167,244

117,835

29,582

147,417

COST OF SALES

Cost of license

778

568

493

1,061

Cost of support and
service

63,839

13,662

77,501

53,906

12,450

66,356

Cost of hardware

12,959

3,018

15,977

10,205

4,312

14,517

Total

77,576

16,680

94,256

64,679

17,255

81,934

GROSS PROFIT

$ 62,300

$ 10,688

$ 72,988

$ 53,156

$12,327

$ 65,483

Six Months Ended

Six Months Ended

December 31, 2006

December 31, 2005

Bank

Credit Union

Total

Bank

Credit Union

Total

REVENUE

License

$ 29,563

$ 7,149

$ 36,712

$ 26,920

$10,824

$ 37,744

Support and service

202,079

37,733

239,812

171,285

34,640

205,925

Hardware

32,944

8,391

41,335

31,050

9,681

40,731

Total

264,586

53,273

317,859

229,255

55,145

284,400

COST OF SALES

Cost of license

1,321

1,334

880

1,032

1,912

Cost of support and
service

123,388

27,163

150,551

105,839

24,754

130,593

Cost of hardware

23,404

6,275

29,679

22,322

7,535

29,857

Total

148,113

33,451

181,564

129,041

33,321

162,362

GROSS PROFIT

$116,473

$ 19,822

$136,295

$100,214

$21,824

$122,038

	December 31,		June 30,
		2006		2006

Property and equipment, net
Bank systems and services	$	215,941	$	217,438
Credit Union systems and services		33,375		34,194

Total	$	249,316	$	251,632


Identified intangible assets, net
Bank systems and services	$	316,318	$	271,259
Credit Union systems and services		51,695		52,290

Total	$	368,013	$	323,549

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Background and Overview

We provide integrated computer systems for in-house and outsourced data processing to commercial banks, credit unions and other financial institutions. We have developed and acquired banking and credit union application software systems that we market, together with compatible computer hardware, to these financial institutions. We also perform data conversion and software implementation services of our systems and provide continuing customer support services after the systems are implemented. For our customers who prefer not to make an up-front capital investment in software and hardware, we provide our full range of products and services on an outsourced basis through our six data centers and 23 item-processing centers located throughout the United States.

A detailed discussion of the major components of the results of operations for the three and six-month periods ended December 31, 2006 follows. All amounts are in thousands and discussions compare the current three and six-month periods ended December 31, 2006, to the prior year three and six-month periods ended December 31, 2005.

REVENUE

License Revenue

Three Months Ended

Six Months Ended

December 31,

Change

December 31,

Change

2006

2005

2006

2005

License

$ 21,173

$ 20,836

$ 36,712

$ 37,744

-3%

Percentage of total revenue

13%

14%

12%

13%

License revenue represents the delivery of application software systems contracted with us by the customer. We license our proprietary software products under standard license agreements that typically provide the customer with a non-exclusive, non-transferable right to use the software on a single computer and for a single financial institution location.

The increase in license revenue for the quarter can be attributed to strong sales of SilverLake System®, our flagship core processing system aimed at larger banks. These increases have been offset by a decrease in license revenue in the credit union segment due, in part, to increased demand for and availability of item and data processing delivered through our outsourcing services within that segment; however, this decrease is also attributable to a slight decrease in the number of new license agreements and an overall decrease in the average agreement size in comparison to the prior fiscal year. Outsourcing services do not require software license agreements and therefore the initial revenue recognized is lower for these agreements compared to an in-house license agreement.

Support and Service Revenue

Three Months Ended

Six Months Ended

December 31,

Change

December 31,

Change

2006

2005

2006

2005

Support and service

$124,235

$106,524

17%

$239,812

$205,925

16%

Percentage of total revenue

74%

72%

75%

73%

	Qtr over Qtr Change		Year over Year Change
	$ Change	% Increase	$ Change	% Increase

In-house support & other services	$ 2,040	+4%	$ 8,433	+8%
EFT support	7,617	+44%	14,618	+45%
Outsourcing services	5,316	+21%	6,972	+14%
Implementation services	2,738	+23%	3,864	+16%
Total Increase	$ 17,711		$ 33,887

Support and service fees are generated from implementation services (including conversion, installation, implementation, configuration and training), annual support to assist the customer in operating their systems and to enhance and update the software, outsourced data processing services and ATM and debit card processing (EFT Support) services.

There was strong growth in all support and service revenue components for the second quarter and the first half of fiscal 2006, particularly due to the on-going demand for EFT support (ATM/debit card, bill pay, remote capture and Check 21 transaction processing services). EFT support experienced the strongest quarter over quarter revenue growth due to increased customer activity and expansion of our customer base. Outsourcing services also continue to grow as we add new customers and increase volume. Implementation services revenue increased due to new license implementations, as well as merger conversions for our existing customers.

Hardware Revenue	Three Months Ended		%	Six Months Ended		%
	December 31,		Change	December 31,		Change
	2006	2005		2006	2005

Hardware	$ 21,836	$ 20,057	9%	$ 41,335	$ 40,731	1%
Percentage of total revenue	13%	14%		13%	14%

The Company has entered into remarketing agreements with several hardware manufacturers under which we sell computer hardware, hardware maintenance and related services to our customers. Revenue related to hardware sales is recognized when the hardware is shipped to our customers.

Hardware revenue increased mainly due to an increase in the number of hardware systems and components delivered for the current quarter and the first half of the current year as compared to the same periods last year. Despite the increase in revenue, hardware revenue decreased as a percentage of total revenue for both the quarter and year-to-date compared to the same periods a year ago. We expect this decrease as a percentage of total revenue to continue as the entire industry is experiencing the impact of rising equipment processing power and decreasing equipment prices. This is also impacted by increased demand for outsourcing services, as significant sales of hardware normally accompany only in-house sales.

BACKLOG

Our backlog increased 5% at December 31, 2006 to $225,300 ($66,200 in-house and $159,100 outsourcing) from $213,800 ($63,800 in-house and $150,000 outsourcing) at December 31, 2005. The current quarter backlog increased 1% from September 30, 2006, where backlog was $222,400 ($69,700 in-house and $152,700 outsourcing).

COST OF SALES AND GROSS PROFIT

Cost of license represents the cost of software from third party vendors through remarketing agreements. These costs are recognized when license revenue is recognized. Cost of support and service represents costs associated with conversion and implementation efforts, ongoing support for our in-house customers, operation of our data and item processing centers providing services for our outsourced customers, ATM and debit card processing services and direct operating costs. These costs are recognized as they are incurred. Cost of hardware consists of the direct and related costs of purchasing the equipment from the manufacturers and delivery to our customers. These costs are recognized at the same time as the related hardware revenue is recognized. Ongoing operating costs to provide support to our customers are recognized as they are incurred.

Cost of Sales and Gross Profit

Three Months Ended

Six Months Ended

December 31,

Change

December 31,

Change

2006

2005

2006

2005

Cost of License

$ 778

$ 1,061

-27%

$ 1,334

$ 1,912

-30%

Percentage of total revenue

<1%

License Gross Profit

$ 20,395

$ 19,775

$ 35,378

$ 35,832

-1%

Gross Profit Margin

96%

95%

96%

95%

Cost of support and service

$ 77,501

$ 66,356

17%

$150,551

$130,593

15%

Percentage of total revenue

46%

45%

47%

46%

Support and Service Gross
Profit

$ 46,734

$ 40,168

16%

$ 89,261

$ 75,332

18%

Gross Profit Margin

38%

38%

37%

37%

Cost of hardware

$ 15,977

$ 14,517

10%

$ 29,679

$ 29,857

-1%

Percentage of total revenue

10%

10%

Hardware Gross Profit

$ 5,859

$ 5,540

$ 11,656

$ 10,874

Gross Profit Margin

27%

28%

28%

27%

TOTAL COST OF SALES

$ 94,256

$ 81,934

15%

$181,564

$162,362

12%

Percentage of total revenue

56%

56%

57%

57%

TOTAL GROSS PROFIT

$ 72,988

$ 65,483

11%

$136,295

$122,038

12%

Gross Profit Margin

44%

44%

43%

43%

Cost of license decreased for the current quarter and the first half of fiscal 2006 due to a decrease in the delivery of third party software, compared to last year. Cost of support and service increased for the quarter and year to date in fiscal 2006 due to additional employee headcount and depreciation expense for new facilities and equipment as compared to last year and was commensurate with the increase in support and service revenue. Cost of hardware increased due to an increase in hardware sales during the second quarter of the current year. Year-to-date, the cost of hardware was down slightly from a year ago due to fluctuations in the mix of products sold. Hardware incentives and rebates received from vendors fluctuate quarterly and annually due to changing thresholds established by the vendors.

Gross margin on license revenue increased to 96% for the current quarter and the first half of the fiscal year compared to 95% for both the same periods last year due to a decrease in third party software sales, where the gross margins on third party software is significantly lower than on our owned products. For the first half of fiscal 2007, gross profit decreased while gross margin increased, which is attributable to a decrease in license revenue. The gross profit increase for the second quarter and year to date in support and service is due to consistent revenue growth. Gross margin for support and service was 38% for the current quarter and 37% for the six-month period, due to a continuing shift in sales mix toward services with slightly higher margins, such as our ATM and debit card processing services. Hardware gross margin decreased from 28% in the second quarter last year to 27% in the second quarter of the current year, but increased to 28% for the first half of fiscal 2007 compared to 27% for the first six months of last year, primarily due to sales mix and vendor rebates on hardware delivered.

OPERATING EXPENSES

Selling and Marketing

Three Months Ended

%

Six Months Ended

%

December 31,

Change

December 31,

Change

2006

2005

2006

2005

Selling and marketing

$ 12,973

$ 12,300

5%

$ 24,939

$ 23,740

5%

Percentage of total revenue

8%

8%

8%

8%

Dedicated sales forces, inside sales teams, technical sales support teams and channel partners conduct our sales efforts for our two market segments, and are overseen by regional sales managers. Our sales executives are responsible for pursuing lead generation activities for new core customers. Our account executives nurture long-term relationships with our client base and cross sell our many complementary products and services. Our inside sales team is responsible for marketing and sales of specific complementary products and services to our existing core customers.

For the three and six months ended December 31, 2006, selling and marketing expenses increased due to additional headcount plus the related employee costs. Selling and marketing expense remained even as a percentage of revenue for the quarter and year-to-date compared to the last year at 8%.

Research and Development	Three Months Ended		%	Six Months Ended		%
	December 31,		Change	December 31,		Change
	2006	2005		2006	2005

Research and development	$ 8,989	$ 8,003	12%	$ 17,505	$ 14,752	19%
Percentage of total revenue	5%	5%		6%	5%

We devote significant effort and expense to develop new software, service products and continually upgrade and enhance our existing offerings. Typically, we upgrade all of our core and complementary software applications once per year. We believe our research and development efforts are highly efficient because of the extensive experience of our research and development staff and because our product development is highly customer-driven.

Research and development expenses increased primarily due to employee related costs from increased headcount for ongoing development of new products and enhancements to existing products. Research and development expenses increased for the second quarter and the first half of 2006 by 12% and 19% respectively; however they remained at 5% of total revenue for both quarters.

General and Administrative	Three Months Ended		%	Six Months Ended		%
	December 31,		Change	December 31,		Change
	2006	2005		2006	2005

General and administrative	$ 11,407	$ 11,130	2%	$ 21,313	$ 18,935	13%
Percentage of total revenue	7%	8%		7%	7%

General and administrative costs include all expenses related to finance, legal, human resources, employee benefits, plus all administrative costs. General and administrative expenses increased for the second quarter, primarily due to growth in employee related costs compared to the same periods last year. For the first half of fiscal 2007, general and administrative expenses increased 13% compared to the same period a year ago due partially to increased headcount. In addition, during the second half of fiscal 2006, the Company converted to a new accounting software system which has resulted in higher depreciation and maintenance expenses compared to the same period a year ago. Also, during the first half of fiscal 2006, the new accounting system was being actively developed and a percentage of salaries were being capitalized. General and administrative expenses have remained fairly level as a percentage of revenue (7%) for the quarter and year-to-date compared to the same periods a year ago.

INTEREST INCOME (EXPENSE) - Net interest income for the three months ended December 31, 2006 reflects a decrease of $186 when compared to the same period last year. Interest income decreased $19, while interest expense increased $167. Net interest income for the current six month period reflects an increase of $886, with interest income increasing $1,094 and interest expense increasing $208. For both periods, the changes in interest income are due to fluctuating cash and cash equivalent balances while the additional interest expense is primarily due to borrowings on the revolving bank credit facility.

PROVISION FOR INCOME TAXES - The provision for income taxes was $11,938 and $24,785 for the three and six-month periods ended December 31, 2006 compared with $12,707 and $24,114 for the same periods last year. For the current fiscal year, the rate of income taxes is currently estimated at 33.5% of income before income taxes compared to 37.0% as reported for the same periods in fiscal 2006. The decrease in the effective tax rate is primarily attributable to the renewal of the Research and Experimentation Credit retroactive to January 1, 2006. Passage of this legislation had a significant tax benefit (approximately $3,000) in the second quarter of fiscal 2007 since research credits generated from January 1, 2006 through December 31, 2006 were recognized.

NET INCOME - Net income increased 28% for the three months ended December 31, 2006. Net income for the second quarter of fiscal 2007 was $27,788 or $0.30 per diluted share compared to $21,636 or $0.23 per diluted share in the same period last year. Net income also increased for the six-month period ended December 31, 2006 to $49,200 or $0.53 per diluted share compared to $41,058 or $0.44 per diluted share for the same six month period last year.

BUSINESS SEGMENT DISCUSSION

The Company is a leading provider of integrated computer systems that perform data processing (available for in-house or outsourced installations) for banks and credit unions. The Company's operations are classified into two business segments: bank systems and services ("Bank") and credit union systems and services ("Credit Union"). The Company evaluates the performance of its segments and allocates resources to them based on various factors, including prospects for growth, return on investment, and return on revenue.

Bank Systems and Services
	Three Months Ended		Percent	Six Months Ended		Percent
	December 31,		Change	December 31,		Change
	2006	2005		2006	2005

Revenue	$139,876	$117,835	+19%	$264,586	$229,255	+15%
Gross Profit	$ 62,300	$ 53,156	+17%	$116,473	$100,214	+16%

Gross Profit Margin	45%	45%		44%	44%

The bank systems and services segment experienced strong growth in all revenue components including license revenue, hardware revenue and support and service revenue related to maintenance for in-house and outsourced customers, implementation services, and EFT support. EFT support has increased 47% or $6,773 for the current quarter and 40% or $11,257 year-to-date compared to last year. ATM and debit card transaction processing revenue continues to contribute strong growth; however, some of our newer product offerings, such as Remote Capture and Check 21 transaction processing, have experienced the largest percentage growth, period-over-period, for both the current quarter and year-to-date. Bank segment gross profit increased from the last year commensurate with the increase in revenues and the gross profit margin remained even for both the quarter and year-to-date compared with the same periods last year.

Credit Union Systems and Services
	Three Months Ended		Percent	Six Months Ended		Percent
	December 31,		Change	December 31,		Change
	2006	2005		2006	2005

Revenue	$ 27,368	$ 29,582	-7%	$ 53,273	$ 55,145	-3%
Gross Profit	$ 10,688	$ 12,327	-13%	$ 19,822	$ 21,824	-9%

Gross Profit Margin	39%	42%		37%	40%

Revenue in the credit union system and services segment grew in the support and service component directly relating to maintenance for in-house and outsourced customers, along with ATM and debit card processing activity. The fastest growing revenue components for the credit union segment were EFT support and Outsourcing at 22% and 28%, respectively for the current quarter and 26% and 28% year-to-date, compared to the same periods in fiscal 2006. This growth in support and service was more than offset by decreases in license and hardware revenue. These decreases are partially due to the increasing demand within the credit union segment for item and data processing delivered through our outsourcing offering instead of in-house; however, there has been a decline in both the number of new license agreements and in the average size of those agreements in comparison to the prior year. Outsourcing does not require software license agreements or significant capital outlay for hardware; therefore, the initial revenue recognized on such agreements is less than that initially recognized on in-house license agreements. For both the quarter and year-to-date, credit union gross profit decreased from the prior year and the gross profit margin decreased from 42% to 39% and from 40% to 37%, respectively, mostly due to the decrease in license revenue, which carries higher margins.

FINANCIAL CONDITION

Liquidity

The Company's cash and cash equivalents decreased to $27,625 at December 31, 2006, from $74,139 million at June 30, 2006 and from $38,249 at December 31, 2005. The decrease in the cash balance from June 30, 2006 is primarily due to the acquisition of USBA and the purchase of treasury shares.

Cash provided by operations totaled $86,078 in the current year compared to $107,228 last year. Cash provided by operations consisted of $49,200 net income, depreciation and amortization expense of $23,858, plus a combined increase of $5,593 in deferred income taxes, the loss on disposal of property and equipment and stock-based compensation expense. The balance consists of the change in receivables of $67,131 plus the change of $11,796 in prepaid expenses and income taxes, less the change of $71,500 for accounts payable, accrued expenses and deferred revenues. For fiscal year 2006, cash flow from operations consisted of $41,058 in net income, depreciation and amortization expense of $21,310, plus a combined increase of $3,494 in deferred income taxes, the loss on disposal of property and equipment and stock-based compensation expense. The balance consisted of the change in receivables of $107,342 plus the change of $1,056 in income taxes, less the change of $67,032 for prepaid and accrued expenses, accounts payable, and deferred revenues.

Net cash used in investing activities for the current year was $60,462 and included payment for acquisition activity of $35,980, capital expenditures of $15,496, and capitalized software development of $10,094. Cash used for investing activities in the first half of fiscal 2007 was offset by $1,108 net proceeds from investments. In the first half of fiscal 2006, net cash used in investing activities of $46,027 consisted mainly of $19,177 payment for acquisitions, $18,971 in capital expenditures and $8,109 for capitalized software development. Cash used for investing activities in the first half of fiscal 2006 was offset by $230 net proceeds from investments.

Net cash used in financing activities for the current year of $72,130 included a net repayment of the revolving bank credit facility of $25,089, payment of dividends of $9,986 and the purchase of treasury stock of $48,030. Cash used was offset by proceeds of $10,975 from the exercise of stock options, sale of common stock and the excess tax benefits from stock-based compensation. For the first half of fiscal 2006, cash used in financing activities was $34,560 and consisted of $8,225 for dividends paid, a net repayment of the revolving bank credit facility of $20,000, and $12,576 for the purchase of treasury stock. Cash used in the first half of fiscal 2006 was offset by $6,241 proceeds from the proceeds from the exercise of stock options and sale of common stock.

Capital Requirements and Resources

The Company generally uses existing resources and funds generated from operations to meet its capital requirements. Capital expenditures totaling $15,496 and $18,971 for the six-month periods ended December 31, 2006 and 2005, respectively, were made for facilities and additional equipment. These additions were primarily funded from cash generated by operations. Total consolidated capital expenditures for the Company are not expected to exceed $50,000 for fiscal year 2007.

Subsequent to December 31, 2006, the Company's Board of Directors declared a cash dividend of $.065 per share on its common stock payable on March 8, 2007, to stockholders of record on February 20, 2007. Current funds from operations are adequate for this purpose. The Board has indicated that it plans to continue paying dividends as long as the Company's financial condition continues to be favorable.

Critical Accounting Policies

The Company regularly reviews its selection and application of significant accounting policies and related financial disclosures. The application of these accounting policies requires that management make estimates and judgments. The estimates that affect the application of our most critical accounting policies and require our most significant judgments are outlined in Management's Discussion and Analysis of Financial Condition and Results of Operations - "Critical Accounting Policies" - contained in our annual report on Form 10-K for the year ended June 30, 2006.

Forward Looking Statements

The Management's Discussion and Analysis of Results of Operations and Financial Condition and other portions of this report contain forward-looking statements within the meaning of federal securities laws. Actual results are subject to risks and uncertainties, including both those specific to the Company and those specific to the industry, which could cause results to differ materially from those contemplated. The risks and uncertainties include, but are not limited to, the matters detailed at Risk Factors in its Annual Report on Form 10-K for the fiscal year ended June 30, 2006. Undue reliance should not be placed on the forward-looking statements. The Company does not undertake any obligation to publicly update any forward-looking statements.

CONCLUSION

The Company's results of operations and its financial position continue to be strong with increased earnings, increased gross margin, and strong cash flow for the three and six months ended December 31, 2006. This reflects the continuing attitude of cooperation and commitment by each employee, management's ongoing cost control efforts and our commitment to deliver top quality products and services to the markets we serve.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk refers to the risk that a change in the level of one or more market prices, interest rates, indices, volatilities, correlations or other market factors such as liquidity, will result in losses for a certain financial instrument or group of financial instruments. We are currently exposed to credit risk on credit extended to customers and interest risk on investments in U.S. government securities. We actively monitor these risks through a variety of controlled procedures involving senior management. We do not currently use any derivative financial instruments. Based on the controls in place, credit worthiness of the customer base and the relative size of these financial instruments, we believe the risk associated with these exposures will not have a material adverse effect on our consolidated financial position or results of operations.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operations of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation as of the end of the period covered by this report, the CEO and CFO concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings. There was no change in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer Purchases of Equity Securities

The following shares of the Company were repurchased for the three month period ended December, 31, 2006:

	Total	Average	Total Number of	Maximum Number of
	Number	Price	Shares Purchased as	Shares that May Yet
	of Shares	of	Part of Publicly	Be Purchased
Period	Purchased	Share	Announced Plans	Under the Plans ⁽¹⁾

October 1-31, 2006	-	$ -	-	6,235,605
November 1-30, 2006	1,191,988	$ 22.24	1,191,988	5,043,617
December 1-31, 2006	78,742	$ 21.38	78,742	4,964,875

Total	1,270,730	$ 22.19	1,270,730	4,964,875

¹⁾ Purchases made under the stock repurchase authorization approved by the Company's Board of Directors on October 4, 2002 with respect to 3.0 million shares, which was increased by 2.0 million shares on April 29, 2005. On August 25, 2006, the Company's Board of Directors approved a 5.0 million share increase to the stock repurchase authorization. These authorizations have no specific dollar or share price targets and no expiration dates. ITEM 6. EXHIBITS

31.1	Certification of the Chief Executive Officer dated February 8, 2007.

31.2	Certification of the Chief Financial Officer dated February 8, 2007.

32.1	Written Statement of the Chief Executive Officer dated February 8, 2007.

32.2	Written Statement of the Chief Financial Officer dated February 8, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	JACK HENRY & ASSOCIATES, INC.

Date: February 8, 2007	/s/ John F. Prim
	John F. Prim
	Chief Executive Officer


Date: February 8, 2007	/s/ Kevin D. Williams
	Kevin D. Williams
	Chief Financial Officer and Treasurer

Selling and Marketing	Three Months Ended		%	Six Months Ended		%
	December 31,		Change	December 31,		Change
	2006	2005		2006	2005

Selling and marketing	$ 12,973	$ 12,300	5%	$ 24,939	$ 23,740	5%
Percentage of total revenue	8%	8%		8%	8%