Jack Henry & Associates (JKHY) 10-Q2024 Q1 Quarterly report

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements may appear throughout this report, including without limitation, in Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “seek,” “anticipate,” “estimate,” “future,” “intend,” “plan,” “strategy,” “predict,” “likely,” “should,” “will,” “would,” “could,” “can,” “may,” and similar expressions. Forward-looking statements are based only on management’s current beliefs, expectations and assumptions regarding the future of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, those discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, in particular, those included in Item 1A, “Risk Factors” of such report, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Any forward-looking statement made in this report speaks only as of the date of this report, and the Company expressly disclaims any obligation to publicly update or revise any forward-looking statement, whether because of new information, future events or otherwise.

(In Thousands, Except Per Share Amounts)

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 7,500 financial institutions and diverse corporate entities.

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 for the three months ended September 30, 2023 and 2022, equals the Company’s net income.

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.

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 September 30, 2023, totaled $476,923 and at June 30, 2023, totaled $466,711.

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 $1,187,086 and $1,149,913 at September 30, 2023, and June 30, 2023, respectively.

At September 30, 2023, and June 30, 2023, the Company had an investment in the preferred stock of Autobooks, Inc. ("Autobooks") of $18,250, which represented a non-controlling share of the voting equity as of that date. The total investment was recorded at cost and is included within other non-current assets on the Company's balance sheet. 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 value will not be estimated unless there are identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment.

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 line of credit. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At September 30, 2023, there were 31,323 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,667 additional shares. The total cost of treasury shares at September 30, 2023, was $1,852,118. During the first three months of fiscal 2024, the Company repurchased 129 shares. At June 30, 2023, there were 31,194 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,796 additional shares. The total cost of treasury shares at June 30, 2023, was $1,832,118 and the Company repurchased no shares during the first three months of fiscal 2023.

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.

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission ("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, 2023.

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 September 30, 2023, the results of its operations for the three months ended September 30, 2023 and 2022, changes in stockholders' equity for the three months ended September 30, 2023 and 2022, and its cash flows for the three months ended September 30, 2023 and 2022. The condensed consolidated balance sheet at June 30, 2023, 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 three months ended September 30, 2023, are not necessarily indicative of the results to be expected for the entire fiscal year.

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.

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, 2023. For the three months ended September 30, 2023, 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, 2023, that are of significance, or potential significance, to the Company.

The Company generates revenue from data processing and hosting, transaction processing, software licensing and related services, professional services, and hardware sales.

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 customers outside the United States comprising less than 1% of total revenue.

The following table provides information about contract assets and contract liabilities from contracts with customers.

Contract assets primarily result from revenue being recognized when or as control of a solution or service is transferred to the customer, except where invoicing is contingent upon the completion of other performance obligations or payment terms differ from the provisioning of services. The current portion of contract assets is reported within prepaid expenses and other in the condensed consolidated balance sheet, and the non-current portion is included in other non-current assets. Contract liabilities (deferred revenue) primarily relate to consideration received from customers in advance of delivery of the related goods and services to the customer. 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.

During the three months ended September 30, 2023, and 2022, the Company recognized revenue of $99,220 and $97,990, 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.

As of September 30, 2023, 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 $3,563,944. The Company expects to recognize approximately 25% over the next 12 months, 19% in 13-24 months, and the balance thereafter.

The Company incurs incremental costs to obtain a contract as well as costs to fulfill contracts with customers that are expected to be recovered. These costs consist primarily of sales commissions, which are incurred only if a contract is obtained, and customer conversion or implementation-related costs. 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 totaled $450,294 and $442,012, at September 30, 2023, and June 30, 2023, respectively.

For the three months ended September 30, 2023, and 2022, amortization of deferred contract costs totaled $50,537 and $41,980, respectively. There were no impairment losses in relation to capitalized costs for the periods presented.

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:

Fair value of financial assets included in current assets is as follows:

The effective tax rate increased for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, with an effective tax rate of 23.7% of income before income taxes, compared to 23.5% in the prior fiscal year quarter.

The Company paid income taxes, net of refunds, of $2,569 and $2,828 in the three months ended September 30, 2023, and 2022, respectively.

At September 30, 2023, the Company had $12,676 of gross unrecognized tax benefits before interest and penalties, $11,051 of which, if recognized, would affect our effective tax rate. The Company had accrued interest and penalties of $2,046 and $1,360 related to uncertain tax positions at September 30, 2023, and 2022, respectively.

The U.S. federal income tax returns for fiscal 2020 and all subsequent years remain subject to examination as of September 30, 2023, under statute of limitations rules. The U.S. state income tax returns that remain subject to examination as of September 30, 2023, under the statute of limitation rules varies by state jurisdiction from fiscal 2016 through 2019 and all subsequent years. The Company anticipates potential changes due to lapsing of statutes of limitations, and examination closures could reduce the unrecognized tax benefits balance by $1,500 to $4,500 within twelve months of September 30, 2023.

Our operating income for the three months ended September 30, 2023, and 2022, included $7,148 and $6,998 of stock-based compensation costs, respectively.

On November 10, 2015, the Company adopted the 2015 Equity Incentive Plan ("2015 EIP") for its employees and non-employee directors. The plan allows for grants of stock options, stock appreciation rights, restricted stock shares or units, and performance shares or units. The maximum number of shares authorized for issuance under the plan is 3,000.

Under the 2015 EIP, terms and vesting periods of the options are determined by the Compensation Committee of the Board of Directors when granted. The option period must expire not more than ten years from the option grant date. The options granted under this plan are exercisable beginning three years after the grant date at an exercise price equal to 100% of the fair market value of the stock at the grant date. The options terminate upon surrender of the option, ninety days after termination of employment, upon the expiration of one year following notification of a deceased optionee, or ten years after grant.

During the three months ended September 30, 2023, there were no options granted, forfeited, or exercised. At September 30, 2023, 12 options were outstanding at a weighted average exercise price of $87.27 with an aggregate intrinsic value of $746.

At September 30, 2023, there was no compensation cost yet to be recognized related to outstanding options. All of the options are currently exercisable, with a weighted average remaining contractual term (remaining period of exercisability) of 2.75 years as of September 30, 2023.

The following table summarizes non-vested restricted stock unit awards and performance awards as of September 30, 2023:

Of the 142 unit awards granted in fiscal 2024, 84 were restricted stock unit awards and 58 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.

23 of the performance unit awards granted in fiscal 2024 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 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 three-year vesting period compared against goal thresholds as defined in the award agreement. 35 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 made up of participants approved by the Compensation Committee of the Company's Board of Directors for fiscal year 2024. 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:

At September 30, 2023, there was $38,164 of compensation expense that has yet to be recognized related to non-vested restricted stock unit awards, which will be recognized over a weighted average period of 1.46 years.

The following table reflects the reconciliation between basic and diluted earnings per share.

The primary reason for the acquisition was to expand the Company's digital financial management solutions and the purchase was funded by our revolving line of credit (Note 6) and cash generated from operations. Payrailz provides cloud-native, API-first, AI-enabled consumer and commercial digital payment solutions and experiences that enable money to be moved in the moment of need.

Management has completed a 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 August 31, 2022, and taking into account the post-closing purchase price adjustment described above, are set forth below:

The goodwill of $117,339 arising from this acquisition consists largely of the growth potential, synergies, and economies of scale expected from combining the operations of the Company with those of Payrailz, together with the value of Payrailz's assembled workforce. The goodwill from this acquisition has been allocated to our Payments segment and $117,339 is expected to be deductible for income tax purposes.

Identifiable intangible assets from this acquisition consist of customer relationships of $6,109, computer software of $112,505, and other intangible assets of $1,254. The amortization period for acquired customer relationships, computer software, and other intangible assets is over a term of 15 years, 10 years, and 15 years, respectively.

Current assets were inclusive of cash acquired of $577. The fair value of current assets acquired included accounts receivable of $978, none of which were expected to be uncollectible.

The Company's condensed consolidated statements of income for the three months ended September 30, 2023 and 2022, included revenue of $2,896 and $738, respectively, and after-tax net loss of $5,059 and $1,870, respectively, resulting from Payrailz's operations.

The accompanying condensed consolidated statements of income for the three months ended September 30, 2023, and 2022, do not include any revenues and expenses related to this acquisition prior to the acquisition date. The following unaudited pro forma consolidated financial information for the three months ended September 30, 2023 and 2022, is presented as if this acquisition had occurred at the beginning of the prior period presented. The pro forma net income includes estimated incremental amortization expense of $1,957 for the three months ended September 30, 2022. In addition, this unaudited pro forma financial information is provided for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred during this period, or the results that may be obtained in the future as a result of the acquisition.

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 customer/member 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, Automated Clearing House ("ACH") origination and remote deposit capture processing, and risk management products and services. The Complementary segment provides additional software, hosted processing platforms, and services, including call center support, network security management, consulting, and monitoring 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 evaluates the performance of its segments and allocates resources to them based on various factors, including performance against trend, budget, and forecast. Only revenue and costs of revenue are considered in the evaluation for each segment.

Immaterial adjustments have been made between segments to reclassify revenue and cost of revenue that was recognized for the three months ended September 30, 2022. These reclasses were made to be consistent with the current allocation of revenue and cost of revenue by segment. Revenue reclassed for the three months ended September 30, 2022, from Core to Complementary and Corporate and Other was $351 and $1,457, respectively, from Payments to Complementary and Corporate and Other was $6 and $1, respectively, from Complementary to Corporate and Other was $293, and from Corporate and Other to Complementary was $2. Cost of revenue reclassed for the three months ended September 30, 2022, from Core to Corporate and Other was $1,636, from Payments to Complementary and Corporate and Other was $91 and $511, respectively, and from Complementary to Corporate and Other was $423.

None.

This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements included in this Form 10-Q for the fiscal quarter ended September 30, 2023.

Jack Henry & Associates, Inc. is a well-rounded financial technology company and is a leading provider of technology solutions and payment processing services primarily to community and regional financial institutions. Our solutions consist of integrated data processing systems solutions to U.S. banks ranging from de novo to multi-billion-dollar institutions with assets up to $50 billion, core data processing solutions for credit unions of all sizes, and non-core highly specialized core-agnostic products and services that enable financial institutions of every asset size and charter, and diverse corporate entities outside the financial services industry, to mitigate and control risks, optimize revenue and growth opportunities, and contain costs. Our integrated solutions are available for on-premise installation and delivery in our private and public cloud.

For the first quarter of fiscal 2024, total revenue increased 8%, or $42,166, compared to the same quarter in fiscal 2023. Total revenue less deconversion and acquisition revenues of $4,136 and $1,945, respectively, for the current fiscal quarter and less deconversion revenues of $4,518 for the prior fiscal year first quarter also results in an increase of 8%, or $40,603, quarter over quarter. This increase was primarily driven by growth in data processing and hosting, card, Jack Henry digital, including Banno, payment processing, hardware, and software usage/subscription revenues.

Operating expenses increased 13%, or $50,189, for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023. Total operating expenses less deconversion expenses of $381, acquisition-related expenses of $4,182, and voluntary employee departure incentive payment (VEDIP) program expenses of $16,443 for the current fiscal quarter, and less deconversion expenses of $653 and removing the effects of the gain on disposal of assets, net, of $6,176 for the prior fiscal year first quarter, results in an increase of 6%, or $23,661, quarter over quarter. This increase was primarily driven by higher personnel costs, including commissions expenses, and higher direct costs as revenues increased.

Operating income decreased 6% for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023. Total operating income less deconversion operating income of $3,755 plus an acquisition operating loss of $2,237 and VEDIP program expenses of $16,443 for the current fiscal quarter, and less deconversion operating income of $3,865 and removing the effects of the gain on disposal of assets, net, of $6,176 for the prior fiscal year first quarter, results in an increase of 13%, or $16,943, quarter over quarter. This increase was primarily driven by revenue growth partially offset by increased operating expenses detailed above.

We move into the second quarter of fiscal 2024 with significant portions of our business continuing to come from recurring revenues and our sales pipeline remaining encouraging. Our customers continue to face regulatory and operational challenges which our products and services address, and we believe they have a great need for our solutions that directly address institutional profitability, efficiency, and security. Our strong balance sheet, access to extensive lines of credit, the continued strength of our existing lines of revenue, and an unwavering commitment to superior customer service should position us well to address current and future opportunities.

A detailed discussion of the major components of the results of operations for the three months ended September 30, 2023, follows. On August 31, 2022, the Company acquired all of the equity interest in Payrailz, LLC ("Payrailz"). Payrailz ("acquisition") related revenue and operating expenses mentioned in the discussion below are for the first two months of the quarter ended September 30, 2023.

Discussions compare the current fiscal year's three months ended September 30, 2023, to the prior fiscal year's three months ended September 30, 2022.

Services and support revenue increased 7% for the first quarter of fiscal 2024 compared to the same quarter a year ago. Reducing services and support revenue for deconversion revenue from each quarter, which was $4,136 for the current fiscal quarter and $4,518 for the prior fiscal year quarter and acquisition revenue of $2 for the current fiscal quarter also results in growth of 7% quarter over quarter. This increase was primarily driven by growth in data processing and hosting revenues, as new customers are added and existing customers migrate from on-premise to outsourcing, and increased hardware and software usage/subscription revenues.

Processing revenue increased 10% for the first quarter of fiscal 2024 compared to the same quarter last fiscal year. Reducing processing revenue for acquisition revenue of $1,943 for the current fiscal quarter results in growth of 9% quarter over quarter. This increase was primarily driven by growth in card revenue from expanding transaction volumes, Jack Henry digital, including Banno, as active users increased and volumes expanded, other processing revenues, and remote capture and ACH revenue.

Cost of revenue for the first quarter of fiscal 2024 increased 8% over the prior fiscal year first quarter. Reducing cost of revenue for deconversion costs from each quarter, which were $270 for the current fiscal year quarter and $411 for the prior fiscal year quarter, and for acquisition costs of $3,334 from the current fiscal year quarter, results in a 7% increase quarter over quarter. This increase was primarily due to higher direct costs, consistent with increases in the related revenue, higher personnel costs, including benefits expenses, and increased internal licenses and fees. Cost of revenue increased 1% compared to the prior fiscal year quarter as a percentage of total revenue.

Research and development expense increased 12% for the first quarter of fiscal 2024 over the prior fiscal year first quarter. Reducing research and development expense for acquisition costs of $656 for the current fiscal quarter, results in a 10% increase quarter over quarter. This increase was primarily due to an increase in personnel costs, net of capitalization, including benefits expenses primarily resulting from a 2% headcount increase in the trailing twelve months, partially related to Jack Henry Platform. Research and development expense for the quarter remained consistent compared to the prior fiscal year quarter as a percentage of total revenue.

Selling, general, and administrative expense increased 38% in the first quarter of fiscal 2024 over the same quarter in the prior fiscal year. Reducing selling, general, and administrative expense for deconversion costs from each quarter, which were $111 for the current fiscal year quarter and $243 for the prior fiscal year quarter, for acquisition costs of $192 and VEDIP program expenses of $16,443 for the current fiscal year quarter, and removing the effect of the gain on disposal of assets, net, of $6,176 in the prior fiscal year quarter, results in a 2% decrease quarter over quarter. This decrease was primarily due to a continued focus on controlling costs. Selling, general, and administrative expense increased 3% as a percentage of total revenue this fiscal quarter versus the prior fiscal year quarter.

Interest income fluctuated due to changes in interest earned on balances during the first quarter of fiscal 2024 compared to the same quarter a year ago. Interest expense increased when compared to the prior fiscal year quarter due to recent increases in prevailing interest rates and amounts borrowed. There was a $245,000 outstanding balance under the credit and term loan facilities at September 30, 2023, and $245,000 outstanding balance under the credit facility at September 30, 2022.

Net income decreased 5% to $101,679, or $1.39 per diluted share, for the first quarter of fiscal 2024 compared to $106,549, or $1.46 per diluted share, in the same quarter of fiscal 2023. Net income decreased primarily due to VEDIP program expenses partially offset by the organic growth in our lines of revenue and a decrease in the provision for income taxes in the first quarter of fiscal 2024 compared to the same quarter last fiscal year.

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 customer/member 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; ACH origination and remote deposit capture processing; and risk management products and services. The Complementary segment provides additional software, hosted processing platforms, and services, including call center support, and network security management, consulting, and monitoring, that can be integrated with our 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 the other three segments, as well as operating expenses not directly attributable to the other three segments, except for items that are deemed unassigned and excluded from any segment.

Immaterial adjustments have been made between segments to reclassify revenue and cost of revenue that was recognized for the three months ended September 30, 2022. These reclasses were made to be consistent with the current allocation of revenue and cost of revenue by segment. Revenue reclassed for the three months ended September 30, 2022, from Core to Complementary and Corporate and Other was $351 and $1,457, respectively, from Payments to Complementary and Corporate and Other was $6 and $1, respectively, from Complementary to Corporate and Other was $293, and from Corporate and Other to Complementary was $2. Cost of revenue reclassed for the three months ended September 30, 2022, from Core to Corporate and Other was $1,636, from Payments to Complementary and Corporate and Other was $91 and $511, respectively, and from Complementary to Corporate and Other was $423.

Revenue in the Core segment increased 8% and cost of revenue increased 8% for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. This increase was primarily driven by growth in data processing and hosting revenues. The cost of revenue increase was primarily driven by higher direct costs consistent with increases in revenue. Core segment deconversion costs did not significantly affect Core revenue or cost of revenue increases quarter over quarter. Cost of revenue remained consistent as a percentage of revenue for the first quarter of fiscal 2024 compared to the same quarter of fiscal 2023.

Revenue in the Payments segment increased 7% and cost of revenue increased 8% for the first quarter of fiscal 2024 compared to the equivalent quarter of the prior fiscal year. Reducing Payments revenue for deconversion revenue in both quarters, which totaled $1,006 for the first quarter of fiscal 2024 and $1,435 for the first quarter of fiscal 2023 and for revenue from the acquisition of $1,945 from the current fiscal year first quarter, results in a 6% increase quarter over quarter. This increase was primarily due to higher card revenue, primarily from expanding transaction volumes, and higher remote capture and ACH revenue, primarily from expanding volumes and new customer revenue. Reducing Payments cost of revenue for deconversion costs in both quarters, which totaled $47 for the first quarter of fiscal 2024 and $64 for the first quarter of fiscal 2023, and for cost of revenue from acquisition of $3,314 from the current fiscal year first quarter, results in a 5% increase quarter over quarter. This increase was primarily due to higher direct costs, consistent with associated revenues, and higher personnel costs, including benefits expenses. Cost of revenue as a percentage of revenue increased 1% for the first quarter of fiscal 2024 compared to the same quarter of fiscal 2023.

Revenue in the Complementary segment increased 9% and cost of revenue increased 7% for the first quarter of fiscal 2024 compared to the equivalent quarter of the prior fiscal year. The revenue increase was primarily driven by higher Jack Henry digital revenue, as active users increased and volumes expanded, and hosting revenues, as new customers were added, and existing customers continued to migrate from on-premise to outsourcing. The cost of revenue increase was primarily due to increased direct costs consistent with associated revenues and higher personnel costs, including benefits expenses. Complementary segment deconversion costs did not significantly affect Complementary revenue or cost of revenue increases quarter over quarter. Cost of revenue as a percentage of revenue decreased 1% for the first quarter of fiscal 2024 compared to the same quarter of fiscal 2023.

Revenue classified in the Corporate and Other segment includes revenues from other products and services and hardware not specifically attributed to the other three segments. Revenue in the Corporate and Other segment increased 16% for the first quarter of fiscal 2024 compared to the equivalent quarter of the prior fiscal year. This increase was primarily due to higher hardware revenues quarter over quarter. Corporate and Other segment deconversion revenue did not significantly affect Corporate and Other revenue increase quarter over quarter.

Cost of revenue for the Corporate and Other segment includes operating expenses not directly attributable to the other three segments. The cost of revenue in the first quarter of fiscal 2024 increased 10% when compared to the prior fiscal year quarter. Corporate and Other segment deconversion and acquisition costs did not significantly affect the Corporate and Other cost of revenue increase quarter over quarter.

Cash provided by operating activities for the first three months of fiscal 2024 increased 15% compared to the same period last year primarily due to a lower decrease in accrued expenses and a lower increase in prepaid expenses partially offset by a lower decrease in trade receivables quarter over quarter. Cash from operations is primarily used to repay debt, pay dividends, repurchase stock, for capital expenditures, and acquisitions.

Cash used in investing activities for the first three months of fiscal 2024 totaled $50,526 and included: $41,486 for the ongoing enhancement and development of existing and new product and service offerings; capital expenditures on facilities and equipment of $7,612; and $2,280 for the purchase and development of internal use software. Cash uses were partially offset by proceeds from the sale of assets of $852. Cash used in investing activities for the first three months of fiscal 2023 totaled $249,594 and included: $228,986 for an acquisition; $38,715 for the development of software; $7,737 for capital expenditures; and $408 for the purchase and development of internal use software. Cash uses were partially offset by proceeds from the sale of assets of $26,252.

Financing activities used cash of $87,389 for the first three months of fiscal 2024 and included payments on credit facilities of $165,000, dividends paid to stockholders of $37,863, and purchases of treasury stock of $20,000. Cash uses were partially offset by borrowings on credit facilities of $135,000 and $474 net cash inflow from the issuance of stock and tax withholding related to stock-based compensation. Financing activities used cash of $95,946 in the first three months of fiscal 2023 including repayments on credit facilities and financing leases of $150,022, and $35,709 for the payment of dividends. These uses of cash were partially offset by borrowings on credit facilities of $280,000 and $1,677 net cash inflow from the issuance of stock and tax withholding related to stock-based compensation.

The Company generally uses existing resources and funds generated from operations to meet its capital requirements. Capital expenditures totaling $7,612 and $7,737 for the three months ended September 30, 2023, and September 30, 2022, respectively, were made primarily for additional equipment and the improvement of existing facilities. These additions were funded from cash generated by operations. Total consolidated capital expenditures on facilities and equipment for the Company for fiscal year 2024 are expected to be approximately $77,000 and have been or will be funded from our credit facilities and cash generated by operations.

In July 2023, the Company conducted a voluntary separation program for certain eligible employees that includes a voluntary employee departure incentive payment (VEDIP) for the eligible employees who chose to participate in the program. The Company incurred related expenses of $16,443 in the first quarter of 2024 and will make payments associated with the program from July 2023 through December 2023.

On August 8, 2023, the Company entered into a contract to purchase fixed assets that added contractual spend obligations of $34,191 for the period of December 15, 2023, through June 30, 2025. This commitment is in addition to the commitments discussed in our Annual Report on Form 10-K for the year ended June 30, 2023.

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 line of credit. The share repurchase program does not include specific price targets or timetables and may be suspended at any time. At September 30, 2023, there were 31,323 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,667 additional shares. The total cost of treasury shares at September 30, 2023, was $1,852,118, and the Company repurchased 129 shares during the first three months of fiscal 2024. At June 30, 2023, there were 31,194 shares in treasury stock and the Company had the remaining authority to repurchase up to 3,796 additional shares. The total cost of treasury shares at June 30, 2023, was $1,832,118 and the Company repurchased no shares during the first three months of fiscal 2023.

Dollar amounts in this item are in thousands.

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 outstanding debt. We do not currently use any derivative financial instruments. We actively monitor these risks through a variety of controlled procedures involving senior management.

Based on the controls in place and the credit worthiness of the customer base, we believe the credit risk associated with the extension of credit to our customers will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

We had $245,000 outstanding debt with variable interest rates as of September 30, 2023, and a 1% increase in our borrowing rate would increase our annual interest expense by $2,450.

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation (required in Exchange Act Rules 13a-15(b) and 15d-15(b)), the CEO and CFO concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. For this purpose, disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.