<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 MARCH 31, 1998
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)
DELAWARE 13-3532663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 REPORT(S), 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 APRIL 30, 1998
- -------------------------------- ------------------------------------
Common Stock, par value $.02 per share 26,647,902
This document contains 14 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 March 31, 1998
and June 30, 1997 3
Condensed Consolidated Statement of Operations for the three and nine
months ended March 31, 1998 and 1997 4
Condensed Consolidated Statement of Cash Flows for the nine months
ended March 31, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of Operations and 9
Financial Condition
PART II. OTHER INFORMATION 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBIT INDEX 14
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PART I
ITEM 1. FINANCIAL STATEMENTS
THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
March 31, June 30,
1998 1997
------------------ -------------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 116,168 $ 79,951
Accounts receivable, net 70,521 59,987
Deferred tax asset 5,760 5,083
Prepaid expenses and other 7,426 6,980
----------- ------------
Total current assets 199,875 152,001
Property and equipment, net 35,900 32,111
Intangible assets, net 75,800 75,719
Other assets 13,397 5,254
----------- ------------
Total assets $ 324,972 $ 265,085
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 10,107 $ 6,673
Other current liabilities 79,238 57,687
----------- ------------
Total current liabilities 89,345 64,360
Long-term debt 1,599 1,585
Deferred tax liability 9,851 6,860
Other liabilities 1,125 361
----------- ------------
Total liabilities 101,920 73,166
----------- ------------
Stockholders' equity:
Common stock, $.02 par value, 80,000,000 shares authorized,
26,439,698 and 25,235,288 shares issued and outstanding, respectively 529 505
Additional paid-in capital 166,384 153,775
Retained earnings 56,139 37,639
----------- -------------
Total stockholders' equity 223,052 191,919
----------- ------------
Total liabilities and stockholders' equity $ 324,972 $ 265,085
=========== ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------------------ -------------------------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 98,951 $ 83,961 $ 281,844 $ 231,153
------------- -------------- ------------- --------------
Operating costs and expenses:
Service and operating 56,251 44,586 164,140 125,383
General and administrative 13,873 13,809 43,451 40,564
Selling and conversion 4,195 3,098 12,729 9,063
Research and development 2,875 2,491 8,600 7,621
Amortization of intangible assets 965 886 2,744 2,724
Merger expenses and other charges - 1,500 11,998 1,500
------------- -------------- ------------- --------------
Operating earnings 20,792 17,591 38,182 44,298
Interest income, net 1,428 665 3,478 1,662
------------- -------------- ------------- --------------
Earnings before income tax provision 22,220 18,256 41,660 45,960
Income tax provision 8,888 7,304 16,691 18,385
------------- -------------- ------------- --------------
Net earnings $ 13,332 $ 10,952 $ 24,969 $ 27,575
============== ============== ============= ==============
Basic earnings per share $ 0.51 $ 0.44 $ 0.95 $ 1.10
============== ============== ============= ==============
Diluted earnings per share $ 0.49 $ 0.42 $ 0.92 $ 1.05
============== ============== ============= ==============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine Months Ended
March 31,
------------------------------------------
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net earnings $ 24,969 $ 27,575
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization 10,795 8,651
Loss on disposition or write-down of property and equipment 2,507 -
Deferred income tax provision 2,314 7,573
Change in operating assets and liabilities, net of effects from acquisitions 9,880 (21,632)
---------- ---------
Net cash provided by operating activities 50,465 22,167
---------- ---------
Cash flows from investing activities:
Net cash acquired in acquisitions 1,490 -
Capital expenditures (13,149) (12,763)
Proceeds from sales of investments 1,203 3,000
Purchase of investments (6,515) (3,000)
Proceeds from sale of business - 3,827
Purchase of intangible assets (1,564) -
Other 583 453
---------- ---------
Net cash used in investing activities (17,952) (8,483)
---------- ---------
Cash flows from financing activities:
Repayment of debt (2,115) (271)
Proceeds from exercise of stock options 4,450 3,790
Issuance of common stock 1,369 1,079
---------- ---------
Net cash provided by financing activities 3,704 4,598
---------- ---------
Net increase in cash and cash equivalents 36,217 18,282
Cash and cash equivalents at beginning of period 79,951 39,284
---------- ---------
Cash and cash equivalents at end of period $ 116,168 $ 57,566
========== =========
</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(R) 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 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
The Company has adopted FAS 128, "Earnings Per Share", 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.
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.
Basic and diluted EPS computations for the three months and nine
months ended March 31, 1998 and 1997 are as follows (in thousands,
except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------------------ -------------------------------------------
1998 1997 1998 1997
---- ---- ---- ----
BASIC EPS
<S> <C> <C> <C> <C>
Net earnings $ 13,332 $ 10,952 $ 24,969 $ 27,575
========== ========= ========== ==========
Weighted average common shares
outstanding 26,374 25,118 26,227 24,995
========== ========= ========== ==========
Basic EPS $ 0.51 $ 0.44 $ 0.95 $ 1.10
========== ========= ========== ==========
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------------------ ----------------------------------------
1998 1997 1998 1997
---- ---- ---- ----
DILUTED EPS
<S> <C> <C> <C> <C>
Net earnings $ 13,332 $ 10,952 $ 24,969 $ 27,575
========== =========== ========== ==========
Weighted average common shares
outstanding 26,374 25,118 26,227 24,995
Assumed conversion of common shares
issuable under stock option plans 994 1,119 1,021 1,196
---------- ----------- ---------- ----------
Weighted average common and common
equivalent shares outstanding 27,368 26,237 27,248 26,191
========== =========== ========== ==========
Diluted EPS $ 0.49 $ 0.42 $ 0.92 $ 1.05
========== =========== ========== ==========
</TABLE>
Options to purchase 985,000 shares of common stock at various prices
ranging from $36.50 to $39.00 were outstanding at March 31, 1998, 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 of 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 nine
months ended March 31, 1998 for costs associated with these mergers.
The components of the charges are as follows:
<TABLE>
<CAPTION>
<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 nine months ended March 31, 1998, 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>
<CAPTION>
<S> <C>
Compensation related $2,247,000
Facilities related 2,016,000
Systems related 1,752,000
Other 720,000
------------
$6,735,000
============
</TABLE>
6. COMMITMENTS
In March 1998, the Company entered into an agreement requiring the
Company to make future payments in exchange for the right to resell
computer software user licenses. In addition, the Company committed
to pay an annual support fee based on the actual number of user
licenses resold. The future payments are as follows for the fiscal
years ended June 30:
<TABLE>
<CAPTION>
<S> <C>
1999 $1,000,000
2000 3,000,000
2001 11,500,000
----------
$15,500,000
==========
</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 Nine Months Ended
March 31, March 31,
------------------------------------------ -------------------------------------------
1998 1997 1998 1997
---- ---- ---- ----
Revenues 100.0% 100.0% 100.0% 100.0%
--------- --------- --------- ---------
Operating costs and expenses:
<S> <C> <C> <C> <C>
Service and operating 56.9 53.1 58.2 54.2
General and administrative 14.0 16.4 15.4 17.6
Selling and conversion 4.2 3.7 4.5 3.9
Research and development 2.9 3.0 3.0 3.3
Amortization of intangible assets 1.0 1.1 1.0 1.2
Merger expenses and other charges - 1.8 4.3 0.6
---------- ---------- ---------- ----------
Operating earnings 21.0 20.9 13.6 19.2
Interest income, net 1.4 0.8 1.2 0.7
---------- ---------- ---------- ----------
Earnings before income tax provision 22.4 21.7 14.8 19.9
Income tax provision 9.0 8.7 5.9 8.0
---------- ---------- ---------- -----------
Net earnings 13.4% 13.0% 8.9% 11.9%
========== ========== ========== ===========
</TABLE>
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1998 WITH THE THREE MONTHS ENDED
MARCH 31, 1997.
Revenues increased 17.9% from $84.0 million for the three months ended
March 31, 1997 to $99.0 million for the three months ended March 31,
1998. 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.
Service and operating expenses increased 26.2% from $44.6 million
during the three months ended March 31, 1997 to $56.3 million for three
months ended March 31, 1998, and increased as a percentage of revenues
from 53.1% to 56.9%. These increases resulted from additional costs
associated with greater revenues.
General and administrative expenses increased 0.5% from $13.8 million
during the three months ended March 31, 1997, to $13.9 million for the
three months ended March 31, 1998, and decreased as a percentage of
revenues from 16.4% to 14.0%. The decrease as a percentage of revenues
resulted from further utilization of existing general and
administrative support resources.
During the three months ended March 31, 1997, the Company incurred an
additional commission charge of $1.5 million as a result of increased
mutual fund assets serviced pursuant to the alliance with the mutual
fund division of Furman Selz, LLC.
Operating earnings increased 18.2% from $17.6 million during the three
months ended March 31, 1997 to $20.8 million for the three months ended
March 31, 1998, and remained relatively flat as a percentage of
revenues from 20.9% to 21.0%.
Interest income was $0.8 million greater for the three months ended
March 31, 1998 compared to the same period in the prior fiscal year due
to higher levels of invested cash and cash equivalents.
The income tax provision of $8.9 million for the three months ended
March 31, 1998 increased from $7.3 million for the three months ended
March 31, 1997 primarily due to higher taxable income. The provision
represents an effective tax rate of 40% for both periods.
9
<PAGE>
COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 1998 WITH THE NINE MONTHS ENDED
MARCH 31, 1997.
Revenues increased 21.9% from $231.2 million for the nine months
ended March 31, 1997 to $281.8 million for the nine months ended
March 31, 1998. 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.
Service and operating expenses increased 30.9% from $125.4 million
during the nine months ended March 31, 1997 to $164.1 million for the
nine months ended March 31, 1998, and increased as a percentage of
revenues from 54.2% to 58.2%. These increases resulted from
additional costs associated with greater revenues.
General and administrative expenses increased 7.1% from $40.6 million
during the nine months ended March 31, 1997 to $43.5 million for the
nine months ended March 31, 1998, and decreased as a percentage of
revenues from 17.6% to 15.4%. 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 $38.2 million for the nine months ended March
31, 1998 decreased from $44.3 million for the nine months ended March
31, 1997, and decreased as a percentage of revenues from 19.2% to
13.6%. 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 $3.5 million for the nine months ended March 31,
1998 compared to $1.7 million for the nine months ended March 31,
1997 due to higher levels of invested cash and cash equivalents.
The income tax provision of $16.7 million for the nine months ended
March 31, 1998 decreased from $18.4 million for the nine months ended
March 31, 1997. The provision represents an effective tax rate of 40%
for both periods.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Company had cash and cash equivalents of
$116.2 million and working capital of approximately $110.5 million.
The Company has been able to finance its cash requirements through
its cash flows from operations. At March 31, 1998, the Company had
$0.1 million outstanding in the form of letters of credit. The
interest rate on other outstanding long-term borrowings of $1.6
million at March 31, 1998 was 7.75%.
For the nine months ended March 31, 1998, operating activities
provided cash of $50.5 million. Investing activities used cash of
$18.0 million primarily for capital expenditures of $13.1 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 $3.7 million from
proceeds of $4.5 million from the exercise of stock options and $1.4
million from the issuance of common stock, 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
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 March 31, 1998, approximately $4.9 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 $2.7
million of such expenses were paid during the three months ended
March 31, 1998.
It is anticipated that the actions to realign and integrate the
aforementioned operations will be substantially completed by June 30,
1998.
10
<PAGE>
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 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.
THE BISYS GROUP, INC.
Date: May 15, 1998 By: /s/ Dennis R. Sheehan
----------------------- -----------------------------
Dennis R. Sheehan
Executive Vice President and Chief
Financial Officer
(Duly Authorized Officer)
13
<PAGE>
<TABLE>
<CAPTION>
THE BISYS GROUP, INC.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
<S> <C> <C>
27.1 Financial Data Schedule..............................(electronic only)
27.2 Financial Data Schedule..............................(electronic only)
27.3 Financial Data Schedule..............................(electronic only)
27.4 Financial Data Schedule..............................(electronic only)
27.5 Financial Data Schedule..............................(electronic only)
27.6 Financial Data Schedule..............................(electronic only)
27.7 Financial Data Schedule..............................(electronic only)
</TABLE>
<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 nine months ended March 31, 1998 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 116,168
<SECURITIES> 0
<RECEIVABLES> 75,019
<ALLOWANCES> 3,498
<INVENTORY> 0
<CURRENT-ASSETS> 199,875
<PP&E> 71,186
<DEPRECIATION> 35,286
<TOTAL-ASSETS> 324,972
<CURRENT-LIABILITIES> 89,345
<BONDS> 0
0
0
<COMMON> 529
<OTHER-SE> 222,523
<TOTAL-LIABILITY-AND-EQUITY> 324,972
<SALES> 0
<TOTAL-REVENUES> 281,844
<CGS> 0
<TOTAL-COSTS> 164,140
<OTHER-EXPENSES> 21,329
<LOSS-PROVISION> 1,082
<INTEREST-EXPENSE> 267
<INCOME-PRETAX> 41,660
<INCOME-TAX> 16,691
<INCOME-CONTINUING> 24,969
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,969
<EPS-PRIMARY> 0.95
<EPS-DILUTED> 0.92
</TABLE>
<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 nine months ended March 31, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 57,566
<SECURITIES> 0
<RECEIVABLES> 65,304
<ALLOWANCES> 2,077
<INVENTORY> 0
<CURRENT-ASSETS> 131,566
<PP&E> 57,671
<DEPRECIATION> 26,699
<TOTAL-ASSETS> 244,116
<CURRENT-LIABILITIES> 60,702
<BONDS> 1,605
0
0
<COMMON> 503
<OTHER-SE> 176,106
<TOTAL-LIABILITY-AND-EQUITY> 244,116
<SALES> 0
<TOTAL-REVENUES> 231,153
<CGS> 0
<TOTAL-COSTS> 125,383
<OTHER-EXPENSES> 10,345
<LOSS-PROVISION> 1,068
<INTEREST-EXPENSE> 71
<INCOME-PRETAX> 45,960
<INCOME-TAX> 18,385
<INCOME-CONTINUING> 27,575
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,575
<EPS-PRIMARY> 1.10<F1>
<EPS-DILUTED> 1.05<F1>
<FN>
<F1>We have calculated earnings per share amounts in accordance with FAS 128
"Earnings Per Share". We have entered basic and diluted amounts in place of
primary and fully diluted, respectively.
</FN>
</TABLE>
<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, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 47,873
<SECURITIES> 0
<RECEIVABLES> 61,648
<ALLOWANCES> 2,132
<INVENTORY> 0
<CURRENT-ASSETS> 118,492
<PP&E> 52,583
<DEPRECIATION> 24,616
<TOTAL-ASSETS> 228,015
<CURRENT-LIABILITIES> 59,633
<BONDS> 1,623
0
0
<COMMON> 501
<OTHER-SE> 163,506
<TOTAL-LIABILITY-AND-EQUITY> 228,015
<SALES> 0
<TOTAL-REVENUES> 147,192
<CGS> 0
<TOTAL-COSTS> 80,797
<OTHER-EXPENSES> 6,968
<LOSS-PROVISION> 907
<INTEREST-EXPENSE> 49
<INCOME-PRETAX> 27,704
<INCOME-TAX> 11,081
<INCOME-CONTINUING> 16,623
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,623
<EPS-PRIMARY> 0.67<F1>
<EPS-DILUTED> 0.63<F1>
<FN>
<F1>We have calculated earnings per share amounts in accordance with FAS 128
"Earnings Per Share". We have entered basic and diluted amounts in place of
primary and fully diluted, respectively.
</FN>
</TABLE>
<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 quarter ended September 30, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 42,678
<SECURITIES> 3,000
<RECEIVABLES> 55,374
<ALLOWANCES> 2,255
<INVENTORY> 0
<CURRENT-ASSETS> 116,540
<PP&E> 51,394
<DEPRECIATION> 24,555
<TOTAL-ASSETS> 226,946
<CURRENT-LIABILITIES> 67,899
<BONDS> 1,642
0
0
<COMMON> 500
<OTHER-SE> 152,153
<TOTAL-LIABILITY-AND-EQUITY> 226,946
<SALES> 0
<TOTAL-REVENUES> 72,395
<CGS> 0
<TOTAL-COSTS> 40,015
<OTHER-EXPENSES> 3,544
<LOSS-PROVISION> 279
<INTEREST-EXPENSE> 23
<INCOME-PRETAX> 12,778
<INCOME-TAX> 5,112
<INCOME-CONTINUING> 7,666
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,666
<EPS-PRIMARY> 0.31<F1>
<EPS-DILUTED> 0.29<F1>
<FN>
<F1>We have calculated earnings per share amounts in accordance with FAS 128
"Earnings Per Share". We have entered basic and diluted amounts in place of
primary and fully diluted, respectively.
</FN>
</TABLE>
<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 nine months ended March 31, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 25,902
<SECURITIES> 2,604
<RECEIVABLES> 45,580
<ALLOWANCES> 1,587
<INVENTORY> 0
<CURRENT-ASSETS> 79,461
<PP&E> 40,459
<DEPRECIATION> 19,563
<TOTAL-ASSETS> 187,327
<CURRENT-LIABILITIES> 43,540
<BONDS> 0
0
0
<COMMON> 474
<OTHER-SE> 142,809
<TOTAL-LIABILITY-AND-EQUITY> 187,327
<SALES> 0
<TOTAL-REVENUES> 174,138
<CGS> 0
<TOTAL-COSTS> 91,590
<OTHER-EXPENSES> 10,416
<LOSS-PROVISION> 511
<INTEREST-EXPENSE> 510
<INCOME-PRETAX> 35,007
<INCOME-TAX> 13,291
<INCOME-CONTINUING> 21,716
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,716
<EPS-PRIMARY> 0.93<F1>
<EPS-DILUTED> 0.88<F1>
<FN>
<F1>We have calculated earnings per share amounts in accordance with FAS 128
"Earnings Per Share". We have entered basic and diluted amounts in place of
primary and fully diluted, respectively.
</FN>
</TABLE>
<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 year ended June 30, 1996 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 39,284
<SECURITIES> 0
<RECEIVABLES> 49,992
<ALLOWANCES> 2,146
<INVENTORY> 0
<CURRENT-ASSETS> 104,415
<PP&E> 48,018
<DEPRECIATION> 22,754
<TOTAL-ASSETS> 214,625
<CURRENT-LIABILITIES> 63,967
<BONDS> 1,668
0
0
<COMMON> 496
<OTHER-SE> 142,676
<TOTAL-LIABILITY-AND-EQUITY> 214,625
<SALES> 0
<TOTAL-REVENUES> 247,061
<CGS> 0
<TOTAL-COSTS> 131,708
<OTHER-EXPENSES> 13,987
<LOSS-PROVISION> 765
<INTEREST-EXPENSE> 676
<INCOME-PRETAX> 30,260
<INCOME-TAX> 12,236
<INCOME-CONTINUING> 18,024
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,024
<EPS-PRIMARY> 0.76<F1>
<EPS-DILUTED> 0.72<F1>
<FN>
We have calculated earnings per share amounts in accordance with FAS 128
"Earnings Per Share". We have entered basic and diluted amounts in place of
primary and fully diluted, respectively.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Consolidated
Financial Statements of The BISYS Group, Inc. and Subsidiaries for the year
ended June 30, 1997 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 79,951
<SECURITIES> 0
<RECEIVABLES> 62,660
<ALLOWANCES> 2,673
<INVENTORY> 0
<CURRENT-ASSETS> 152,001
<PP&E> 59,220
<DEPRECIATION> 27,109
<TOTAL-ASSETS> 265,085
<CURRENT-LIABILITIES> 64,360
<BONDS> 1,585
0
0
<COMMON> 505
<OTHER-SE> 191,414
<TOTAL-LIABILITY-AND-EQUITY> 265,085
<SALES> 0
<TOTAL-REVENUES> 318,988
<CGS> 0
<TOTAL-COSTS> 170,717
<OTHER-EXPENSES> 14,021
<LOSS-PROVISION> 1,494
<INTEREST-EXPENSE> 269
<INCOME-PRETAX> 67,918
<INCOME-TAX> 27,167
<INCOME-CONTINUING> 40,751
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,751
<EPS-PRIMARY> 1.63<F1>
<EPS-DILUTED> 1.55<F1>
<FN>
We have calculated earnings per share amounts in accordance with FAS 128
"Earnings Per Share". We have entered basic and diluted amounts in place of
primary and fully diluted, respectively.
</FN>
</TABLE>
