Ladies and gentlemen, thank you for standing by, and welcome to the Jack Henry & Associates Second Quarter 2021 Earnings Conference Call. Please note that today's call is being recorded. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Now, I would like to turn the call over to Kevin Williams. Kevin, the floor is yours.

Thank you, Jay. Good morning. Thank you for joining us for the Jack Henry & Associates Second Quarter Fiscal 2021 Earnings Call. I'm Kevin Williams, CFO and Treasurer. And on the call with me today is David Foss, our President and CEO. In just moment, I'll turn the call over to Dave. He's going to provide his thoughts about the state of our business, the performance of the quarter and some comments relating to the impact of COVID-19, thoughts on our recently published corporate sustainability report and some other key initiatives that we have in place. Then after that, I will provide some additional thoughts and comments regarding the earnings release we put out yesterday after market close and then provide comments regarding our guidance for our FY '21 provided in the release, and then we will open the line up for Q&A. First, I need to remind you that this call includes certain forward-looking statements, including remarks or responses to questions concerning future expectations events, objectives, strategies, trends or results. Like any statement about the future, these are subject to a number of factors that could cause actual results or events to differ materially from those, which we anticipate due to a number of risks and uncertainties. The Company undertakes no obligation to update or revise these statements. For a summary of these risk factors and additional information, please refer to yesterday's press release and the sections in our Form 10-K entitled Risk Factors and Forward-Looking Statements. Also on this call, we would discuss certain non-GAAP financial measures, including non-GAAP revenue and non-GAAP operating income, as disclosed in the press release yesterday. The reconciliations for historical non-GAAP financial measures can be found in yesterday's press release. I'll now turn the call over to Dave.

Thank you, Kevin, and good morning, everyone. We're pleased to report another quarter of strong revenue growth and an overall solid performance by our business. As always, I'd like to begin today by thanking our associates for all the hard work and commitment that went into producing those results for our second fiscal quarter, particularly in light of the challenges posed by conducting business in the midst of a global pandemic. We remain extremely thankful for the fact that very few of our employees or their family members have been directly affected by the COVID-19 virus. Our HR teams continue to work closely with all groups around our company to be sure anyone who is affected is receiving the care and accommodations they require. We're still operating with well over 90% of our employees working full-time remote and have now updated our return to office date to July 1. At this point, I don't anticipate us extending that date, although I definitely expect long-lasting changes to our in-office work model. Most of our customers now have many people physically in their locations every day, and we regularly receive requests to deliver on-site sales engagements and system implementations. As I mentioned on the last call, our sales teams are routinely doing sales presentations and executing contracts with no on-site presence at the customer location. We have also completed many 100% remote implementations with great success, including several full core conversions. With that, let's shift our focus to a look at our performance for the quarter we completed in December. For Q2 of fiscal 2021, total revenue increased 1% for the quarter and increased 2% on a non-GAAP basis. Deconversion fees were down more than $5.5 million over the prior year quarter, which impacts the current quarter negatively, but as we have…

Thanks, Dave. Our service support revenue line of revenue decreased 2% in the second quarter of fiscal 2021 compared to the same quarter a year ago. However, adjusting services for revenue for the deconversion fees of $2.1 million in the current quarter and deconversion fees of $7.7 million revenue and divestitures of $1.2 million in the prior fiscal year quarter, this revenue line would have grown 2% for the quarter compared to the previous year. Service and support revenue primary driver was data processing and hosting fees in our private cloud, which continues to show very strong growth in the quarter compared to the previous year. However, the growth in that line was totally offset by a decrease in our product delivery and services revenue, which is due to decreased license, hardware and imitation revenue for primarily on premise customers; pass-through revenue, which is related to our billable travel, primarily related to travel limitations related to COVID; and our Jack Henry Annual Conference, or our JAC, which was held virtually, and therefore, no registration fees for customers or vendors for our tech fair. And then obviously, as mentioned, deconversion fee revenue for the quarter compared to the prior year, which is -- all those lines were a decrease. Processing revenue increased 5% in the second quarter of fiscal '21 compared to the same quarter last fiscal year. This increase was primarily driven by higher card volumes from new customers installed last quarter and increased debit card usage from existing customers. Jack Henry digital revenue experienced the highest percentage growth of all revenue lines in both Q2 and year-to-date this year compared to the same periods last year. Our total revenue was up 1% for the quarter, as Dave mentioned, compared to last year on a GAAP basis and was up…

Thank you. [Operator Instructions] Our first question comes from the line of Kartik Mehta from Northcoast Research. Your line is open.

Kevin, I apologize. Could you just walk through the revenue guidance part again? I'm just trying to understand maybe what was in the press release this time versus what you guided last time. I thought there was about a $30 million difference, but I just wanted to make sure I understood.

So Kartik, I mean, so the GAAP guidance that we are providing is $1.760 million to $1.770 million. And basically, you take the $30 million decrease in deconversion fees out, and that's how you get to the $1.730 million to $1.740. Obviously, there's a lot of other moving parts and rounding and different things in there. But by the time you get everything adjusted and the rounding taken into effect, which obviously takes a pretty significant spreadsheet, you're still looking at the 6% to 6.5% non-GAAP revenue growth over last year's adjusted number.

So, the $1.730 million to 1.740 million is the non-GAAP revenue that you're guiding to the then?

Yes.

Okay. And then, David, I'm just wondering, as you look at your migration of platform and demand from your bank, I know in the past, you had said that you thought there would be demand for your banks to get into the credit card business. I'm wondering where that stands now and if you're seeing that come to fruition?

Yes, Kartik, I won't say, we never said that we expected it to be a huge demand, but we certainly are continuing to see demand. We've signed five so far brand-new credit card customers, so far this year. There -- we had kind of -- and I've talked about this on previous calls, we kind of kept the brakes a little bit on credit because we wanted to successfully complete the debit side of the conversion and didn't want our implementation teams to be focusing on trying to add new credit customers because that's a separate, different implementation. So, we've had the brakes on a little bit on the sales side on the credit side, but there is demand there. We expect to see demand going forward. But again, it won't be -- we don't expect to be a major issuer in the future, but we certainly are seeing demand from our customers.

And then just one last question, Dave. What are your customers doing about or trying to do about some of the fintech competition they have, whether it would be Chime or any of these other guys? Are you seeing demand for different type of products? Or how concerned are your customers about those fintech competitors?

Yes. Well, there's a few different aspects to that question. So first, there are some that are trying to figure out whether or not the neo banks are truly competitors or not. Oftentimes, the neo banks are attracting the customer who's looking for free. And our customers like any customer have trouble making money on free. So sometimes they're not terribly distressed if some of those customers leave to go to somebody like Chime. I think that explains why these neo banks aren't making any money. But that's the short-term view, and we take a long-term view, are they going to attract the customer and then build on that customer for the long term. So, a lot of our customers are trying to figure out how to compete in that space, many of them have launched digital-only banks, digital-only brands. And of course, we support that. We've talked about that on the call before. Where we're hosting a separate brand in our Jack Henry private cloud, a separate processing environment, separate marketing by the bank to make sure that they have an opportunity to attract those customers. The other approach that some banks are taking is trying to figure out how to partner more closely with fintechs, so not necessarily with a neo bank, but with other fintechs to enable the same type of we'll say, cool experience, make sure that they're providing that connectivity. And of course, as I've discussed many times on this call, Jack Henry is very supportive of that environment, where we provide the hooks, provide the connectivity for fintechs to connect into our infrastructure and help our banks achieve success that way. So, it depends on the bank. You have some who maybe put their head in the sand a little bit. You have others who are being aggressive about launching digital-only banks. And then, you have some that are working with fintechs to create a whole new experience in some other way. And it just depends on the profile of the bank and their feeling of the competitive nature of those players.

Next question comes from the line of Peter Heckmann from D.A. Davidson. Your line is open.

This is Carson on for Pete. Just one quick question. I believe you had previously said that the Company expects to recognize around $16 million reduction in annualized direct costs of revenue as the legacy debit processing platforms are shut down, but perhaps 30% to 40% of this showing up in fiscal '21. Is it still about, right?

I don't know that 30% or 40% it was because that was kind of the guide we gave before we moved everything out a quarter. So, it's probably going to be a little less than that, that we see the impact in Q4 because remember, that number that we gave was for the full year annual cost savings. So, we're probably going to see more like 15% to 20% of it in this year, and then we'll see the full amount in FY '22.

Thank you. Next question comes from the line of Steve Comery from G. Research. Your line is open.

Wanted to ask about sort of the dichotomy between core demand and complementary demand as far as like what's holding back demand on the core side and what's driving it on the complementary side?

Sure. So the biggest thing is core, if you think about a core replacement, anybody who makes that decision. Look, the thing I say all the time is, if you're the CEO of a bank or credit union, when you decide to make a core replacement, that's the most difficult technology decision you will ever make in your role as the CEO of a bank or credit union because when you replace the core, it touches everything, right? You're replacing the entire guts of your processing operation. And so in this environment, the pandemic environment, where everybody had people working from home, that type of decision and that type of disruptive move was a little bit challenging for a lot of CEOs to make that move. But they still wanted to offer innovative new technologies. They need to take care of the customers, particularly because all of their consumers were living and working from home and expected to have an outstanding digital experience, so they needed to continue to implement these smaller point solutions, complementary solutions to augment the services that they provide for their consumers and that they provide internally to their employees. And so, that's where we have this broad suite of complementary solutions, and I highlighted a few of them on the call today, that's where a lot of those things have really stepped up, particularly around digital. So, there's digital banking, which we used to call online banking and mobile banking. There's digital lending. There's digital account origination. All those things have been hot commodities here lately because of that move to remote work.

And one other thing I'd throw out there is, there's roughly 11,000 banks in credit in the United States and a very small percentage of those actually go through a core system evaluation on an annual basis, but a very high percentage of that 11,000 FIs need to upgrade their digital or other things, as Dave mentioned. So, I think that's a big driver or a big difference in the two.

Okay. Yes. So, I mean should I read that as there is some degree of pent-up core demand just from companies not doing evaluations this year, not executing on them?

Yes. Yes. So, on the -- I think it was the August call -- no, the November call, I highlighted there that the RFP pace for new core deals had really started to pick up. And that -- so you're absolutely right. There is pent-up demand. People just kind of put a stop on it, but they still need to upgrade their infrastructure. So, we saw RFP start to pick up in the late fall. I'll say, I highlighted on the November call, and that's absolutely true today. So, we are today -- if you look at our sales pipeline today, it is as full as it was, we'll say, 18 months ago. So, 18 months ago -- let me back up a second. We normally think in terms, as we run the business, the sales pipeline you want to be. You want to have about 90% of the annual quota for the Company at any given day, the sales pipeline should be at about 90% of the full year's quota because some deals aren't going to happen, and some will happen and so on. And we're back to that level now. So, we're almost about 90% of our annual quota is in the pipeline today. And that's the way I say, the engine is running again where core demand has picked up, and that's part of the reason that I'm pretty optimistic about our opportunity for sales success going forward.

Okay. And then maybe just finally, is the trigger for actually executing on these core contracts or starting implementations? Is the trigger people actually coming back into the office or is there sort of a different trigger where banks sort of lap the credit risk?

No, yes, it's not necessarily then coming back into the office. I think we're to the point today where there are -- all of our banks and credit unions have figured out their operating model. So, they have people in the office. They have people working remote. I don't know of any of them that have gone back to 100% in office. They figured out their operating model. And so, I don't expect -- I'll say ever, maybe that's too dramatic, but I don't expect ever. To get back to our operating model for banks and credit unions to be like it was two years ago. They'll have a remote workforce going forward, just like we will. So that is not the trigger. I think now it's them understanding how to run the business with a combination of in office and remote, and they recognize they need to do a technology upgrade. Okay, now let's get down to business and make that decision and move forward with the technology upgrade. And then we can do conversion -- core conversions, 100% remote. Now I highlighted it in my opening comments here, we're doing 100% remote conversions. Most banks and credit unions don't particularly like that. They prefer to have at least a few people on site, but we're fully capable of doing that.

Thank you. Next question comes from the line of John Davis of Raymond James. Your line is open.

Kevin, I appreciate the comments on the 3Q EPS guide. Obviously, your full year guide implies roughly 8% non-GAAP growth, revenue growth in the back half of the year? Any help there? How we should think about that sequentially 3Q versus 4Q?

Well, I mean, there's obviously a lot of conversions that are going to be happening. Some of those were pushed out from the first half, JD. Obviously, the payment engine is really picking up pace. The digital continues to grow very nicely. Plus, especially on the payment side, Q4 is going to be a little easy comp compared to last year because of the impact of COVID last year. So, I mean it's a combination of things. There's not just one thing I would point to JD. But I mean, our -- I mean, we have monthly calls with all of our VPs and senior VPs, Dave and I do. And I can assure you that, in fact, we had one just earlier this week or last week. And they all still feel very, very good about the forecast and the guidance that we're giving out there for the balance of this fiscal year.

Okay. But I would assume that all else equal, you're going to have stronger growth in 4Q just given the easier comps. So, it kind of builds sequentially.

Absolutely, I mean, non-GAAP is going to grow faster in Q4 than Q3 and GAAP definitely because like I mentioned in my opening comments, the deconversion impact on Q3 is just huge compared to last year.

Okay. No, that's fair. And you touched on it a little bit. I just wanted to focus on payments in the quarter for a second. Maybe talk a little bit about the pieces. How is bill pay doing? I assume some of the weakness in this quarter is just from lower transactions, but maybe if you kind of normalized for transactions like what payments would have grown? Just trying to understand kind of the pieces there and how we should think about that as the economy recovers?

Yes. So you're absolutely right on. So, overall transaction count in the payments business is up around 11% year-over-year for the same quarter. So, payments volume is back as far as I'm concerned, but it is bill pay that is the kind of the lagger. So bill pay is only up about 2% year-over-year. It's a very mature business, just not growing very fast. And we are continuing to add customers, but nowhere near the pace that we were several years ago. So between the card platform and then don't forget our ACH origination platform, that continues to grow with real-time payments and all the fun stuff we're doing there. People tend to think of ACH as being old. And of course, it has been around for a long time, but it still grows rapidly. There is still a lot of volume going through that platform as well. So between our ACH origination platform and the card platform, we're -- growth is back, I guess, I'll put it that way.

Okay. And I think pre-pandemic, you guys had talked about approaching double-digit growth in payments. Is there any reason why once everything comes back and normalize for the pandemic, that's not still on the table?

Well, I mean, yes, Jay, I mean, we talked about that. And I think that's still an extreme possibility. But again, like I said, in my comments, as long as the economy continues to open up and pick up and goes forward. With some of the new wins that we're having on both debit and credit and even on our bill pay and direct bill pay, I think payments could get back closer not to double-digit growth.

Okay. And last one for me. Kevin, the margin was obviously quite a bit better this quarter. The margin guide, I guess, the implied guide would assume that maybe not all of this is sustainable, considering you get 90 basis points in 4Q from the payments platform migration. So just trying to think about, is there potential upside to the margin? Or are you guys -- was there anything specific in this quarter that's more kind of onetime-ish? And any changes to the, call it, 50 to 75 basis points of kind of normalized operating leverage once we kind of get the other side of the pandemic in the payments platform migration?

Yes, JD, so that's a good question. Obviously, there's a lot of moving parts, a lot of strange things going on in our financials right now. Is there some potential upside for Q4? Not absolutely, but when you look at Q3, I mean, some of the big savings we got were definitely travel-related because our people just aren't moving because of restrictions and different things, but that also impacts revenue. So as I made some open comments, I mean, license, hardware, implementation, billable travel is all down. And so, when we do get to start traveling again, the travel expense will go up and we -- and our salespeople are starting to get out there and move a little bit, and some of our installs are moving a little bit more. So our travel cost is going to go up. Yes, some of that's billable, which also increased revenue. But remember that in our business, the revenue is all kind of delayed. So even though our travel expenses may go up and other costs go up, the revenue related to that travel is probably not going to happen for a quarter or more. So there's potential for some negative impact on margins in the short term, but it's going to drag along all that revenue. So, you're absolutely right, there is some potential upside from our Q4. And once we get past this and into more of a regular cadence, I think we can go right back into that regular margin expansion that we've seen historically.

Thank you. Next question comes from the line of [Nik Rima] from Crédit Suisse. Your line is open.

I just wanted to follow up on the core segment. I mean just given the RFP pipeline strength that you guys have been calling out since like last summer and into the fall and this quarter. I mean, should we start to see an inflection back towards pre-COVID levels of new core wins in the core segment, starting in the back half of '21 or early 22? And then just as my follow-up, how should we think about the impacts of the core segments growth next year, just given the relatively lower level of new wins since COVID began?

Yes. There's a ton of secondary questions you've asked there, but what to expect. The best guidance I can give you there is that the pipeline, the incoming pipeline as far as the deal volume that we're working today is back to the level that it was pre-pandemic. Now, can I predict exactly when things will sign and close? That's -- it's more art than science when it comes to timing on those things. But if we assume that we'll win at the same rate that we're winning pre-pandemic, and we know that the pipeline is at about the same level as it was pre-pandemic. Logically, we can assume, I think, that sometime later this calendar year, the rate of wins will be similar to what we were experiencing pre-pandemic. And then the thing to keep in mind is once we sign a new core deal, the revenue doesn't hit the P&L. The majority of the revenue doesn't hit the P&L, oftentimes for at least a year afterwards. And once we start a conversion, that conversion is a major impact to the financial institution, as I was highlighting earlier. Some people call it rip and replace where you're taking everything out and replacing it with a brand-new system. Well, that takes many months of planning and operation to get that conversion completed. So, the revenue -- the big chunk of revenue normally follows often times a year after we've signed the contract or announced a win.

Thank you. [Operator Instructions] Next question comes from the line of Ken Suchoski of Autonomous Research. Your line is open.

I was just wondering, if you could talk about how you expect your new sales to trend as the economy reopens? It looks like the sales pipeline is quite strong. And I was just curious if you expect that to accelerate as you get back into seeing these customers in person. So any expectation there would be really helpful?

Yes. It's a good question. As I highlighted in my opening comments, the quarter we just finished was the fifth largest sales booking quarter we've ever had in the history of the Company. Well, that's pretty good. So saying that I expect it to accelerate significantly probably isn't a reasonable position to take. But what I do expect, as we just talked about in the last question is more on the core signing side. I expect as we go forward that we'll start to see more on the core signing side. The thing that will be interesting to watch is, can we sustain the pace that we've seen on the complementary side because if we can increase core bookings and sustain the complementary bookings, that's significant. That's meaningful. I'm not ready to say that, that's achievable, but that will certainly be our objective. And I think we have the opportunity to do that because we're getting all of this great recognition for some of this wonderful technology that we've been rolling out here, particularly in the area of digital. So, we'll have to see how that goes as time goes forward, but that's my hope.

That's helpful. I guess just a longer-term margin question. I mean, it looks like your margins have declined versus where they were maybe six to seven years ago. I mean, can you just talk about the main drivers of that? And is there an opportunity to get those margins back to those levels or even above those levels?

Yes. So the big thing, I mean, if you're going to go back six or seven years, and you really can't go back that far because you can really only go back to 2017 because when we restated for ASC 606, that was the farthest back we went. So, you really can't look beyond that and get a true comparison of margins because ASC 606 definitely changed how we recognize revenue and had a significant impact on margins. But from '17 forward, the primary impact on our margins has been two things. One, the migration to the new card platform has increased our cost because we haven't been able to reduce any cost until we get through the migration, which as Dave said in his opening comments, is going to be complete at the end of March. So we will start to see that cost savings. We'll see a nice rebound in margins in Q4 and then a full year of that cost reduction in FY '22. The other thing that's happened since '17 is we have literally sold no new core business. So, there's been virtually no new core license revenue, which is very high-margin business happening in the last three or four years. I mean, on the bank side, I think we have sold maybe three or four in-house deals since 2017, on the crediting side, not bearing any more than that. And most of those were smaller bank deals for our core director solution. So, those are the two primary drivers as COGS that margin come down. Now what's going to happen is, like I said, you'll see margin improve in Q4. We'll continue to see it improve in the following year. We have gone through the transition of getting -- I mean, our license and hardware revenue is now very small percentage of our total revenue, so very little impact from that. So, as we continue to migrate our on-prem customers to our private cloud and continue to sell additional card business and our private cloud business continues to become a much larger percentage of our total revenue, that's a very high-margin business. Our margins will continue to grow and get back to the historical rates in FY '23 and beyond.

That makes a lot of sense. And if I could just squeeze one last one here. Just that divestiture, what was the revenue impact in the base here that you're assuming for the full year? I know you gave it for the three months and the six months, but just curious what the full year impact was?

So, the revenue for the core business, that's really what we sold, was the core business of crews, which was 140 very small credit unions that we divested October 1, and the quarterly revenue from that was right at $1.2 million, just like represented in the press release this quarter. So, the total for this fiscal year on the GAAP to non-GAAP adjustment will be just under $3.7 million for the three quarters in this fiscal year.

Thank you. [Operator Instructions] There are no further questions at this time. I would like to turn the call back over to Kevin for closing remarks.

Thanks, Jay. First of all, I want to let everybody know that we are planning an Analyst Day this spring, the virtual event. And again, it will be held virtual. It's planned to be held on Tuesday, May 11, so please mark your calendars to save the date. We will be sending out an invitation with a schedule of events, timing and an online registration soon, and it will be sent to individuals. Please don't share it because we want to know who's actually attending this virtual event, but please be looking for this invite in your e-mail inbox in the near future. Now to wrap up the call, we are very pleased with the overall results from our ongoing operations. I want to thank all of our associates for the way they have handled these challenges by taking care of themselves and our customers and continue to work hard to improve our company on so many fronts for the future. All of us at Jack Henry continue to focus on what is best for our customers and our shareholders. With that, I want to thank you again for joining us today. And Jay, if you would please provide the replay number, I'd appreciate it.

Thank you. And ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.