<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997
OR
[ ] 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: 33-45417
THE BISYS GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 13-3532663
<S> <C>
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY
07424
(Address of principal executive offices)
(Zip Code)
973-812-8600
(Registrant's telephone number, including area code)
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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:
CLASS SHARES OUTSTANDING AT JANUARY 26, 1998
- -------------------------------------- --------------------------------------
COMMON STOCK, PAR VALUE $.02 PER SHARE 26,360,988
This document contains 15 pages.
- --------------------------------------------------------------------------------
<PAGE>
THE BISYS GROUP, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1.Financial Statements
Condensed Consolidated Balance Sheet as of December 31, 1997
and June 30, 1997.......................................... 3
Condensed Consolidated Statement of Operations for the three
and six months ended December 31, 1997 and 1996............ 4
Condensed Consolidated Statement of Cash Flows for the
six months ended December 31, 1997 and 1996................ 5
Notes to Condensed Consolidated Financial Statements......... 6
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.................................. 8
PART II. OTHER INFORMATION......................................... 11
Item 4.Submission of Matters to a Vote of Security Holders
Item 6.Exhibits and Reports on Form 8-K
SIGNATURES......................................................... 12
EXHIBIT INDEX...................................................... 13
</TABLE>
2
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1997
------------ ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................ $ 96,218 $ 79,951
Accounts receivable, net............................................................. 60,745 59,987
Deferred tax asset................................................................... 5,121 5,083
Prepaid expenses and other........................................................... 9,195 6,980
------------ ----------
Total current assets............................................................... 171,279 152,001
Property and equipment, net............................................................ 34,397 32,111
Intangible assets, net................................................................. 76,544 75,719
Other assets........................................................................... 13,336 5,254
------------ ----------
Total assets....................................................................... $ 295,556 $ 265,085
------------ ----------
------------ ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt................................................. $ 145 $ 83
Accounts payable..................................................................... 9,628 6,673
Accrued liabilities.................................................................. 66,379 57,604
------------ ----------
Total current liabilities.......................................................... 76,152 64,360
Long-term debt......................................................................... 1,627 1,585
Deferred tax liability................................................................. 9,225 6,860
Other liabilities...................................................................... 2,569 361
------------ ----------
Total liabilities.................................................................. 89,573 73,166
------------ ----------
Stockholders' equity:
Common stock, $.02 par value, 80,000,000 shares authorized,
26,242,148 and 25,235,288 shares issued and outstanding, respectively................ 525 505
Additional paid-in capital........................................................... 162,651 153,775
Retained earnings.................................................................... 42,807 37,639
------------ ----------
Total stockholders' equity......................................................... 205,983 191,919
------------ ----------
Total liabilities and stockholders' equity......................................... $ 295,556 $ 265,085
------------ ----------
------------ ----------
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
<PAGE>
THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- ----------------------
<S> <C> <C> <C> <C>
1997 1996 1997 1996
--------- --------- ---------- ----------
Revenues........................................................... $ 91,431 $ 74,797 $ 182,893 $ 147,192
--------- --------- ---------- ----------
Operating costs and expenses:
Service and operating............................................ 53,671 40,782 107,889 80,797
General and administrative....................................... 13,972 13,033 29,578 26,755
Selling and conversion........................................... 4,378 3,125 8,534 5,965
Research and development......................................... 2,854 2,522 5,725 5,130
Amortization of intangible assets................................ 891 902 1,779 1,838
Merger expenses and other charges................................ -- -- 11,998 --
--------- --------- ---------- ----------
Operating earnings................................................. 15,665 14,433 17,390 26,707
Interest income, net............................................... 1,025 493 2,050 997
--------- --------- ---------- ----------
Earnings before income tax provision............................... 16,690 14,926 19,440 27,704
Income tax provision............................................... 6,676 5,969 7,803 11,081
--------- --------- ---------- ----------
Net earnings....................................................... $ 10,014 $ 8,957 $ 11,637 $ 16,623
--------- --------- ---------- ----------
--------- --------- ---------- ----------
Basic earnings per share........................................... $ 0.38 $ 0.36 $ 0.44 $ 0.67
--------- --------- ---------- ----------
--------- --------- ---------- ----------
Diluted earnings per share......................................... $ 0.37 $ 0.34 $ 0.43 $ 0.63
--------- --------- ---------- ----------
--------- --------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE>
THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
----------------------
<S> <C> <C>
1997 1996
---------- ----------
Cash flows from operating activities:
Net earnings.............................................................................. $ 11,637 $ 16,623
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization........................................................... 7,049 5,682
Loss on disposition or write-down of property and equipment............................. 2,507 --
Deferred income tax provision........................................................... 2,327 3,397
Change in operating assets and liabilities, net of effects from acquisitions............ 5,417 (16,660)
---------- ----------
Net cash provided by operating activities................................................. 28,937 9,042
---------- ----------
Cash flows from investing activities:
Net cash acquired in acquisitions....................................................... 1,490 --
Capital expenditures.................................................................... (8,705) (7,675)
Proceeds from sales of investments...................................................... 1,203 3,000
Purchase of investments................................................................. (6,513) (3,000)
Proceeds from sale of business.......................................................... -- 3,827
Purchase of intangible assets........................................................... (1,383) --
Other................................................................................... 301 291
---------- ----------
Net cash used in investing activities..................................................... (13,607) (3,557)
---------- ----------
Cash flows from financing activities:
Repayment of debt....................................................................... (2,080) (115)
Proceeds from exercise of stock options................................................. 3,017 3,219
---------- ----------
Net cash provided by financing activities................................................. 937 3,104
---------- ----------
Net increase in cash and cash equivalents................................................. 16,267 8,589
Cash and cash equivalents at beginning of period.......................................... 79,951 39,284
---------- ----------
Cash and cash equivalents at end of period................................................ $ 96,218 $ 47,873
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<PAGE>
THE BISYS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. THE COMPANY
The BISYS-Registered Trademark- Group, Inc. and subsidiaries (the
"Company") is a leading national provider of outsourcing solutions to
and through financial organizations.
The condensed consolidated financial statements include the accounts
of The BISYS Group, Inc. and its subsidiaries and have been prepared
consistent with the accounting policies reflected in the fiscal 1997
Annual Report on Form 10-K filed with the Securities and Exchange
Commission and should be read in conjunction therewith. The condensed
consolidated financial statements include all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of
management, necessary to present fairly this information.
2. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. The most significant estimates are
related to the allowance for doubtful accounts, intangible assets,
merger expenses and other charges, income taxes and contingencies.
Actual results could differ from these estimates in the near term.
3. EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued FAS
128, "Earnings Per Share". FAS 128 supersedes APB 15, "Earnings Per
Share", and changes the computation of earnings per share (EPS) by
replacing the "primary" EPS requirements of APB 15 with a "basic" EPS
computation based upon weighted average shares outstanding. It also
requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures. FAS
128 is effective for financial statements issued for periods ending
after December 15, 1997, including interim periods. The Company has
adopted FAS 128 in the second quarter of fiscal year 1998 and has
restated earnings per share computed under the provisions of FAS 128 for
all periods presented.
3. EARNINGS PER SHARE (CONTINUED)
Basic and diluted EPS computations for the three months and six
months ended December 31, 1997 and 1996 are as follows (in thousands,
except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- --------------------
<S> <C> <C> <C> <C>
1997 1996 1997 1996
--------- --------- --------- ---------
Basic EPS
Net earnings.......................................................... $ 10,014 $ 8,957 $ 11,637 $ 16,623
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average common shares outstanding............................ 26,199 25,016 26,156 24,931
--------- --------- --------- ---------
--------- --------- --------- ---------
6
<PAGE>
Basic EPS............................................................. $ 0.38 $ 0.36 $ 0.44 $ 0.67
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted EPS
Net earnings.......................................................... $ 10,014 $ 8,957 $ 11,637 $ 16,623
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average common shares outstanding............................ 26,199 25,016 26,156 24,931
Assumed conversion of common shares issuable under stock option
plans............................................................... 941 1,378 1,044 1,348
--------- --------- --------- ---------
Weighted average common and common equivalent shares outstanding...... 27,140 26,394 27,200 26,279
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted EPS........................................................... $ 0.37 $ 0.34 $ 0.43 $ 0.63
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
Options to purchase 1,649,500 shares of common stock at various
prices ranging from $33.25 to $39.00 were outstanding at December 31,
1997, but were not included in the computation of diluted EPS because
the options' exercise price was greater than the average market price of
common shares.
4. BUSINESS COMBINATIONS
On August 15, 1997, the Company merged with Charter Systems, Inc.
(Charter) by exchanging 588,945 shares of BISYS common stock and 258,605
BISYS equivalent stock options for all the outstanding shares and stock
options of Charter.
On August 29, 1997, the Company merged with Dascit/White & Winston
and affiliated companies (DWW) by exchanging 134,396 shares of BISYS
common stock for all the outstanding stock of DWW.
On September 16, 1997, the Company merged with Benefit Services,
Inc. (BSI) by exchanging 71,448 shares of BISYS common stock for all the
outstanding shares of BSI.
The acquisitions of Charter, DWW and BSI have been accounted for as
poolings of interest, although historical financial statements have not
been restated due to immateriality. The acquired companies' results of
operations have been included in BISYS' results of operations effective
July 1, 1997. Total stockholders' equity at July 1, 1997 decreased $1.9
million due to the impact of the acquisitions. The Company incurred a
pre-tax charge of $5,263,000 during the six months ended December 31,
1997 for costs associated with these mergers. The components of the
charge are as follows:
<TABLE>
<S> <C>
Merger transaction expenses (legal and financial)........ $1,805,000
Compensation related..................................... 1,475,000
Facilities related....................................... 1,100,000
Other.................................................... 883,000
-----------
$5,263,000
-----------
-----------
</TABLE>
7
<PAGE>
5. REALIGNMENT CHARGE
During the six months ended December 31, 1997, the Company incurred
a pre-tax charge of $6,735,000 to realign operations primarily in
conjunction with a client of the Company's Fund Services division
terminating its distribution and administrative agreements effective
September 1997. The components of the charge are as follows:
<TABLE>
<S> <C>
Compensation related.................................... $2,247,300
Facilities related...................................... 2,016,100
Systems related......................................... 1,752,000
Other................................................... 720,100
-----------
$6,735,000
-----------
-----------
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The Company provides outsourcing solutions to and through financial
organizations which is reported as a single segment. The operating margins for
each business unit of the Company are not significantly different. The following
table presents the percentage of revenues represented by each item in the
Company's condensed consolidated statement of operations for the periods
indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- --------------------
<S> <C> <C> <C> <C>
1997 1996 1997 1996
--------- --------- --------- ---------
Revenues........................................................................ 100.0% 100.0% 100.0% 100.0%
--------- --------- --------- ---------
Operating costs and expenses:
Service and operating......................................................... 58.7 54.5 59.0 54.9
General and administrative.................................................... 15.3 17.4 16.2 18.2
Selling and conversion........................................................ 4.8 4.2 4.7 4.0
Research and development...................................................... 3.1 3.4 3.1 3.5
Amortization of intangible assets............................................. 1.0 1.2 1.0 1.3
Merger expenses and other charges............................................. -- -- 6.5 --
--------- --------- --------- ---------
Operating earnings.............................................................. 17.1 19.3 9.5 18.1
Interest income, net............................................................ 1.1 0.7 1.1 0.7
--------- --------- --------- ---------
Earnings before income tax provision............................................ 18.2 20.0 10.6 18.8
Income tax provision............................................................ 7.3 8.0 4.3 7.5
--------- --------- --------- ---------
Net earnings.................................................................... 10.9% 12.0% 6.3% 11.3%
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1997 WITH THE THREE MONTHS
ENDED DECEMBER 31, 1996.
Revenues increased 22% from $74.8 million for the three months ended
December 31, 1996 to $91.4 million for the three months ended December
31, 1997. This growth was derived from sales to new clients, existing
client growth, cross sales to existing clients and revenues from
acquired businesses, partially offset by lost business and revenue from
the Item Processing division which was sold in the second quarter of
fiscal 1997.
Service and operating expenses increased 31.6 % from $40.8 million
during the three months ended December 31, 1996 to $53.7 million for
three months ended December 31, 1997, and increased as a percentage of
revenues from 54.5% to 58.7%. These increases resulted from additional
costs associated with greater revenues.
General and administrative expenses increased 7.2% from $13.0
million during the three months ended December 31, 1996, to $14.0
million for the three months ended December 31, 1997, and decreased
as a percentage of revenues from 17.4% to 15.3%. The dollar increase
resulted from additional costs associated with acquired businesses and
additional revenues. The decrease as a percentage of revenues resulted
from further utilization of existing general and administrative support
resources.
Operating earnings increased 8.5% from $14.4 million during the three months
ended December 31, 1996, to $15.7 million for the three months ended
December 31, 1997, and decreased as a percentage of revenues from
19.3% to 17.1%.
Interest income was $0.5 million greater for the three months ended December
31, 1997 compared to the same period in the prior fiscal year due to higher
levels of invested cash and cash equivalents.
9
<PAGE>
The income tax provision of $6.7 million for the three months ended
December 31, 1997 increased from $6.0 million for the three months ended
December 31, 1996 primarily due to higher taxable income. The provision
represents an effective tax rate of 40% for the three months ended
December 31, 1997 and December 31, 1996.
COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 1997 WITH THE SIX MONTHS ENDED
DECEMBER 31, 1996
Revenues increased 24.2% from $147.2 million for the six months
ended December 31, 1996 to $182.9 million for the six months ended
December 31, 1997. This revenue growth was derived from sales to new
clients, existing client growth, cross sales to existing clients and
revenues from acquired businesses, partially offset by lost business and
revenue from the Item Processing division.
Service and operating expenses increased 33.5% from $80.8 million
during the six months ended December 31, 1996 to $107.9 million for the
six months ended December 31, 1997, and increased as a percentage of
revenues from 54.9% to 59.0%. These increases resulted from additional
costs associated with greater revenues.
General and administrative expenses increased 10.6% from $26.8
million during the six months ended December 31, 1996 to $29.6 million
for the six months ended December 31, 1997, and decreased as a
percentage of revenues from 18.2% to 16.2%. The dollar increase resulted
from additional costs associated with greater revenues. The decrease as
a percentage of revenues resulted from further utilization of existing
general and administrative support resources.
Operating earnings of $17.4 million for the six months ended
December 31, 1997 decreased from $26.7 million for the six months ended
December 31, 1996, and decreased as a percentage of revenues from 18.1%
to 9.5%. The decrease in operating earnings resulted primarily from one
time charges of $5.3 million in connection with three acquisitions
consummated during the fiscal first quarter ended September 30, 1997 and
a $6.7 million charge to realign operations.
Interest income was $2.0 million for the six months ended December
31, 1997 compared to $1.0 million for the six months ended December 31,
1996 due to higher levels of invested cash and cash equivalents.
The income tax provision of $7.8 million for the six months ended
December 31, 1997 decreased from $11.1 million for the six months ended
December 31, 1996. The provision represents an effective tax rate of 40%
for the six months ended December 31, 1997 and December 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Company had cash and cash equivalents of
$96.2 million and working capital of approximately $95.1 million. The
Company has been able to finance its cash requirements through its cash
flows from operations. At December 31, 1997, the Company had $0.1
million outstanding in the form of letters of credit. The interest rate
on other outstanding long-term borrowings of $1.8 million at December
31, 1997 was 7.75%.
For the six months ended December 31, 1997, operating activities
provided cash of $28.9 million. Investing activities used cash of $13.6
million primarily for capital expenditures of $8.7 million and
investments of $6.5 million, offset by cash acquired in acquisitions of
$1.5 million and proceeds from sale of investments of $1.2 million.
Financing activities provided cash of $0.9 million from proceeds of $3.0
million from the exercise of stock options offset by repayment of debt
acquired in a merger of $2.1 million.
MERGER EXPENSES AND OTHER CHARGES
In connection with the acquisitions of Charter, DWW and BSI, the
Company recorded transaction-related charges of $5,263,000 during the
three months ended September 30, 1997. Additionally, the Company
10
<PAGE>
incurred a one time charge of $6,735,000 to realign operations primarily
in connection with a client of the Company's Fund Services division
terminating its distribution and administrative agreements effective
September 1997.
At December 31, 1997, approximately $7.6 million of costs to
integrate new operations arising from prior acquisitions and costs
relating to the realignment of certain operations are included in
accrued liabilities on the accompanying balance sheet. Approximately
$3.6 million of such expenses were paid during the three months ended
December 31, 1997.
It is anticipated that the actions to realign and integrate the
aforementioned operations will be substantially completed by June 30,
1998.
YEAR--2000
The Company has and will continue to make certain investments in its
software systems and applications to ensure the Company is year-2000
compliant. The Company has formed a steering committee which has
developed a comprehensive year-2000 compliance plan with an anticipated
completion date for remediation efforts of December 31, 1998. The
financial impact to the Company has not been and is not anticipated to
be material to its financial position or results of operations in any
given year.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained herein, the matters
discussed in this quarterly report are forward-looking statements which
involve risks and uncertainties, including but not limited to economic,
competitive, governmental and technological factors affecting the
Company's operations, markets, services and related products, prices,
and other factors discussed in the Company's prior filings with the
Securities and Exchange Commission. Although the Company believes that
the assumptions underlying the forward-looking statements contained
herein are reasonable, any of the assumptions could be inaccurate.
Therefore, there can be no assurance that the forward-looking statements
included in this quarterly report will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.
11
<PAGE>
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of the Company, held on
November 13, 9197, the Stockholders approved the following matters:
1. Re-election of all seven Directors named below to hold office
until the next Annual Meeting of Stockholders and until their
successors have been duly elected and qualified:
<TABLE>
<CAPTION>
NUMBER OF
VOTES IN
NAME OF DIRECTOR FAVOR
------------------------- ------------
<S> <C>
Lynn J. Mangum........... 22,360,518
Robert J. Casale......... 22,308,674
Thomas A. Cooper......... 22,307,674
Jay W. DeDapper.......... 22,360,066
John J. Lyons............ 22,360,859
Thomas E. McInerney...... 22,360,759
Neil P. Marcous.......... 22,342,559
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
------------ ---------- ---------
<S> <C> <C> <C> <C>
2. 1998 Employee Stock
Purchase Plan..................................... 20,769,024 187,903 4,978
3. Amendment to 1996
Stock Option Plan................................. 12,144,307 8,703,204 12,841
4. Amendment to Non-Employee
Directors' Stock Option Plan...................... 15,745,355 5,203,808 12,742
5. Appointment of Coopers & Lybrand,
L.L.P. as independent accountants for
fiscal year 1998.................................. 22,477,954 1,051 1,422
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
None
(B) REPORTS ON FORM 8-K
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<S> <C>
THE BISYS GROUP, INC.
DATE: FEBRUARY 12, 1998 BY: /S/ ROBERT J.MCMULLAN
----------------- -----------------------------------------------
ROBERT J. MCMULLAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(DULY AUTHORIZED OFFICER)
</TABLE>
13
<PAGE>
THE BISYS GROUP, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
- ----------- ---------
<S> <C>
(27) Financial Data Schedule.............................
(electronic only)
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE BISYS GROUP, INC. AND SUBSIDIARIES FOR
THE SIX MONTHS ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 96,218
<SECURITIES> 0
<RECEIVABLES> 64,590
<ALLOWANCES> 3,845
<INVENTORY> 0
<CURRENT-ASSETS> 171,279
<PP&E> 66,978
<DEPRECIATION> 32,581
<TOTAL-ASSETS> 295,556
<CURRENT-LIABILITIES> 76,152
<BONDS> 0
0
0
<COMMON> 525
<OTHER-SE> 205,458
<TOTAL-LIABILITY-AND-EQUITY> 295,556
<SALES> 0
<TOTAL-REVENUES> 182,893
<CGS> 0
<TOTAL-COSTS> 107,889
<OTHER-EXPENSES> 14,259
<LOSS-PROVISION> 656
<INTEREST-EXPENSE> 153
<INCOME-PRETAX> 19,440
<INCOME-TAX> 7,803
<INCOME-CONTINUING> 11,637
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,637
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.43
</TABLE>
