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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 SEPTEMBER 30, 2000
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 Identification No.)
incorporation or organization)
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 November 6, 2000
-------------------------------------- --------------------------------------
Common Stock, par value $.02 per share 56,679,592
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This document contains 19 pages.
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THE BISYS GROUP, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
<S> <C> <C>
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheet as of September 30, 2000
and June 30, 2000 3
Condensed Consolidated Statement of Operations for the three months
ended September 30, 2000 and 1999 4
Condensed Consolidated Statement of Cash Flows for the three months
ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
</TABLE>
<PAGE> 3
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>
September 30, June 30,
2000 2000
------------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 48,222 $ 70,177
Accounts receivable, net 121,328 108,579
Deferred tax asset 11,605 8,808
Other current assets 19,594 131,734
--------- ---------
Total current assets 200,749 319,298
Property and equipment, net 65,311 61,211
Intangible assets, net 347,409 188,349
Other assets 36,389 32,193
--------- ---------
Total assets $ 649,858 $ 601,051
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 140,500 $ 115,000
Accounts payable 11,619 15,110
Other current liabilities 89,200 89,590
--------- ---------
Total current liabilities 241,319 219,700
Deferred tax liability 5,249 13,452
Other liabilities 5,401 6,258
--------- ---------
Total liabilities 251,969 239,410
--------- ---------
Stockholders' equity:
Common stock, $.02 par value, 80,000,000 shares authorized,
56,568,644 and 27,091,270 shares issued and outstanding, respectively 1,131 556
Additional paid-in capital 251,435 220,558
Retained earnings 156,670 151,874
Less notes receivable from stockholders (11,347) (11,347)
--------- ---------
Total stockholders' equity 397,889 361,641
--------- ---------
Total liabilities and stockholders' equity $ 649,858 $ 601,051
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
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THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
---- ----
Revenues $ 161,441 $ 132,313
---------------- ---------------
<S> <C> <C>
Operating costs and expenses:
Service and operating 95,958 79,998
General and administrative 22,601 19,537
Selling and conversion 7,774 6,417
Research and development 3,177 2,990
Amortization of intangible assets 4,580 2,650
Merger expenses and other charges 4,245 -
---------------- ---------------
Operating earnings 23,106 20,721
Interest expense, net 1,762 250
---------------- ---------------
Income before income taxes 21,344 20,471
Income taxes 8,432 8,188
---------------- ---------------
Net income $ 12,912 $ 12,283
================ ===============
Basic earnings per share $ 0.23 $ 0.23
================ ===============
Diluted earnings per share $ 0.22 $ 0.22
================ ===============
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
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THE BISYS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 12,912 $ 12,283
Adjustments to reconcile net income to net cash provided
by operating activities:
Restructuring charge 4,245 --
Depreciation and amortization 9,949 7,345
Deferred income tax benefit (3) (252)
Change in operating assets and liabilities, net of
effects from acquisitions (20,813) (4,537)
-------- --------
Net cash provided by operating activities 6,290 14,839
-------- --------
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired (47,294) --
Proceeds from dispositions, net of expenses paid (3,240) --
Capital expenditures, net (7,350) (6,716)
Change in other investments (3,922) --
Purchase of intangible assets -- (4,900)
Other -- (36)
-------- --------
Net cash used in investing activities (61,806) (11,652)
-------- --------
Cash flows from financing activities:
Short-term borrowings, net 25,500 2,000
Proceeds from exercise of stock options, net
of taxes paid 8,351 3,781
Repurchases of common stock -- (17,725)
Other (290) --
-------- --------
Net cash provided by (used in) financing activities 33,561 (11,944)
-------- --------
Net decrease in cash and cash equivalents (21,955) (8,757)
Cash and cash equivalents at beginning of period 70,177 49,589
-------- --------
Cash and cash equivalents at end of period $ 48,222 $ 40,832
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
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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 2000 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. STOCK SPLIT
On September 21, 2000, the Board of Directors of the Company approved a
two-for-one stock split to be effected in the form of a dividend, payable
to shareholders of record on October 6, 2000. Accordingly, all historical
weighted average share and per share amounts have been restated to reflect
the stock split. The effect of the stock split has been retroactively
reflected as of September 30, 2000 in the consolidated balance sheet and
par value remains unchanged at $0.02 per share.
4. BORROWINGS
In September 2000, the Company amended its senior unsecured revolving
credit facility to increase the facility from $200 million to $300
million. All other significant terms under the credit facility remain
substantially unchanged. At September 30, 2000, the Company had
outstanding borrowings under the facility of $140.5 million bearing
interest at LIBOR plus a margin of 0.55% (7.175% at September 30, 2000).
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5. EARNINGS PER SHARE
Basic and diluted EPS computations for the three months ended September
30, 2000 and 1999 are as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------------------
2000 1999
---- ----
<S> <C> <C>
BASIC EPS
Net income $ 12,912 $ 12,283
============= =========
Weighted average common shares outstanding 56,006 54,160
============= =========
Basic earnings per share $ 0.23 $ 0.23
============= =========
DILUTED EPS
Net income $ 12,912 $ 12,283
============= =========
Weighted average common shares outstanding 56,006 54,160
Assumed conversion of common shares issuable
under stock option plans 2,306 2,180
------------- ---------
Weighted average common and common equivalent
shares outstanding 58,312 56,340
============= =========
Diluted earnings per share $ 0.22 $ 0.22
============= =========
</TABLE>
Certain stock options were not included in the computation of diluted EPS
because the options' exercise price was greater than the average market price of
common shares during the period, as follows (in thousands, except per share
amounts):
Three Months Ended
September 30,
-------------------------
2000 1999
---- ----
Number of options excluded 580 749
Option price per share $34.31 to $37.62 $26.08 to $29.47
The average market price of common shares during the three months ended
September 30, 2000 and 1999 was $33.88 and $25.40, respectively
6. BUSINESS COMBINATIONS
On July 1, 2000, the Company completed its acquisition of Pictorial, Inc.
(Pictorial) in a cash for stock transaction valued at approximately $129
million. Pictorial, headquartered in Indianapolis, is a provider of
pre-licensing and continuing education training materials and licensing
solutions for insurance carriers, agencies, and agents.
On July 31, 2000, the Company completed its acquisition of Ascensus
Insurance Services, Inc. (Ascensus) by the exchange of cash consideration
and stock options totaling approximately $43 million for all the
outstanding shares and stock options of Ascensus. Ascensus, headquartered
in Salt Lake City, is a leading distributor of life insurance products.
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Both transactions have been accounted for by the purchase method of
accounting and, accordingly, the operations of the acquired companies are
included in its consolidated financial statements since the dates of
acquisition.
The cash and stock portions of the purchase price, including fees and
expenses, were as follows (in thousands):
<TABLE>
<CAPTION>
Pictorial Ascensus Total
---------- ---------- ---------
<S> <C> <C> <C>
Estimated fair value of assets acquired $ 140,749 $ 49,377 $ 190,126
Liabilities assumed (11,648) (11,500) (23,148)
Common stock options issued -- (4,684) (4,684)
--------- --------- ---------
Net cash paid $ 129,101 $ 33,193 $ 162,294
========= ========= =========
</TABLE>
The excess purchase price over the fair value of the net tangible assets
acquired for both transactions approximated $164 million and was allocated
to goodwill and other intangible assets based upon preliminary estimates
of fair values and is being amortized on a straight line basis over
periods of from 5 to 40 years. The Company does not believe that the final
purchase price allocations will differ significantly from the preliminary
purchase price allocations recorded for Pictorial and Ascensus in the
quarter ended September 30, 2000.
The following unaudited pro forma consolidated results of operations has
been prepared as if the acquisitions of Pictorial and Ascensus had
occurred at the beginning of fiscal 2001 and 2000 (in thousands):
Three months ended
September 30,
---------------------------
2000 1999
---- ----
Revenues $163,293 $142,437
Net income 12,974 10,416
Diluted earnings per share $ 0.22 $ 0.18
7. MERGER EXPENSES AND OTHER CHARGES
As a result of the acquisitions of Pictorial and Ascensus in the fiscal
first quarter, the Company recorded a pre-tax restructuring charge of $4.2
million. The charge relates to restructuring activities in the existing
businesses within the Insurance and Education Services segment and
includes a provision of $2.1 million for severance-related costs for
approximately 150 employees, $1.0 million for facility closure and related
costs, and $1.1 million for impairments relating to the abandonment of
certain software and product development efforts.
At September 30, 2000, the remaining accrual is $2.8 million, and it is
anticipated that all restructuring activities will be completed and
amounts expended by the end of the current fiscal year.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The Company provides outsourcing solutions to and through financial
organizations. 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
September 30,
---------------------------------
2000 1999
---- ----
Revenues 100.0% 100.0%
--------------- --------------
<S> <C> <C>
Operating costs and expenses:
Service and operating 59.5 60.4
General and administrative 14.0 14.8
Selling and conversion 4.8 4.8
Research and development 2.0 2.3
Amortization of intangible assets 2.8 2.0
Merger expenses and other charges 2.6 -
--------------- --------------
Operating earnings 14.3 15.7
Interest expense, net 1.1 0.2
--------------- --------------
Income before income taxes 13.2 15.5
Income taxes 5.2 6.2
--------------- --------------
Net income 8.0% 9.3%
=============== ==============
</TABLE>
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2000 WITH THE THREE MONTHS
ENDED SEPTEMBER 30, 1999.
Revenues increased 22.0% from $132.3 million for the three months ended
September 30, 1999 to $161.4 million for the three months ended September
30, 2000. 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 divestitures.
Service and operating expenses increased 20.0% from $80.0 million for the
three months ended September 30, 1999 to $96.0 million for the three
months ended September 30, 2000 and decreased as a percentage of revenues
from 60.4% to 59.5%. The dollar increase resulted from additional costs
associated with greater revenues.
General and administrative expenses increased 15.7% from $19.5 million
during the three months ended September 30, 1999 to $22.6 million for the
three months ended September 30, 2000 and decreased as a percentage of
revenues from 14.8% to 14.0%. The decrease as a percentage of revenues
resulted from further utilization of existing general and administrative
support resources.
Research and development expenses increased 6.3% from $3.0 million for the
three months ended September 30, 1999 to $3.2 million for the three months
ended September 30, 2000 and decreased as a percentage of revenues from
2.3% to 2.0%. The decrease as a percentage of revenues resulted from
acquiring and merging with businesses that do not require substantial
research and development.
Amortization of intangible assets increased $1.9 million for the three
months ended September 30, 2000 over the same period last year due to a
higher level of intangible assets associated with recently acquired
businesses.
The income tax provision of $8.4 million for the three months ended
September 30, 2000 increased from $8.2 million for the three months ended
September 30, 1999 due to higher taxable income. The provision represents
an effective tax rate of 39.5% and 40.0% for the periods ended September
30, 2000 and 1999,
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respectively. The lower effective tax rate in the current quarter is
attributable to additional tax planning initiatives.
Operating results, before amortization of intangibles and merger expenses
and other charges, resulted in margins of 19.8% and 17.7% for the three
months ended September 30, 2000 and 1999, respectively. The increase was
primarily due to strong internal growth combined with efficient
integration of acquired businesses.
As a result of the acquisitions of Pictorial and Ascensus in the fiscal
first quarter, the Company recorded a pre-tax restructuring charge of $4.2
million. The charge relates to restructuring activities in the existing
businesses within the Insurance and Education Services segment and
includes a provision of $2.1 million for severance-related costs for
approximately 150 employees, $1.0 million for facility closure and related
costs, and $1.1 million for impairments relating to the abandonment of
certain software and product development efforts.
At September 30, 2000, the remaining accrual is $2.8 million and it is
anticipated that all restructuring activities will be completed and
amounts expended by the end of the current fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company had cash and cash equivalents of $48.2
million and negative working capital of $40.6 million. At September 30,
2000, the Company had outstanding borrowings of $140.5 million against its
revolving credit facility to fund acquisitions. The credit facility bears
interest at LIBOR plus a margin of 0.55%. The weighted average interest
rate on outstanding borrowings at September 30, 2000 was 7.18%. At
September 30, 2000, the Company had $0.7 million outstanding in letters of
credit.
Accounts receivable represented 69 days sales outstanding at September 30,
2000. Other current assets included in the accompanying balance sheet
consist primarily of prepaid expenses and inventory. At June 30, 2000,
other current assets also included a $115 million deposit toward the
purchase of Pictorial that closed on July 1, 2000.
For the three months ended September 30, 2000, operating activities
provided cash of $6.3 million. Investing activities used cash of $61.8
million, primarily for the acquisition of businesses of $47.3 million,
capital expenditures of $7.3 million, expense associated with dispositions
in prior periods of $3.2 million, and $3.9 million of net investment
activity. Financing activities provided cash of $33.6 million, primarily
from the proceeds on borrowings of $25.5 million and net proceeds from the
exercise of stock options of $8.4 million.
In January 1999, the Company's Board of Directors authorized a stock
buy-back program of up to $100 million of its outstanding common stock.
Purchases have occurred and are expected to continue to occur from
time-to-time in the open market to offset the possible dilutive effect of
shares issued under employee benefit plans, for possible use in future
acquisitions and for general and other corporate purposes.
Since January 1999, the Company has purchased 746,500 shares (unadjusted
for two-for-one stock split) of its common stock under the stock buy-back
program for approximately $39.1 million in order to effect certain
acquisitions and for the issuance of stock in connection with the exercise
of stock options.
SEGMENT INFORMATION
The following table sets forth operating revenue and operating income by
business segment and for corporate operations for the three months ended
September 30, 2000 and 1999. Merger expenses and other charges are
excluded from the operating results of the segment for a better
understanding of the underlying performance of each segment.
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(in thousands)
Three Months Ended
September 30,
-------------------------------
2000 1999
---- ----
Operating revenue:
Information Services $ 41,399 $ 40,884
Investment Services 84,772 72,815
Insurance and Education Services 35,270 18,614
----------- -----------
Total operating revenue $ 161,441 $ 132,313
=========== ===========
Operating income:
Information Services $ 9,142 $ 7,578
Investment Services 12,423 11,263
Insurance and Education Services 10,125 4,716
Corporate (4,339) (2,836)
----------- -----------
Total operating income $ 27,351 $ 20,721
=========== ===========
Revenue in the Information Services business segment increased $0.5
million, or 1.3%, during the three months ended September 30, 2000,
compared to the same period last year. The below normal revenue increase
was primarily due to the sale of two business units, Research Services and
Networking Services, in the fiscal 2000 fourth quarter. Operating income
in the Information Services business segment increased $1.6 million, or
20.6%, during the fiscal first quarter, resulting in operating margins of
22.1% and 18.5% for the three months ended September 30, 2000 and 1999,
respectively. The strong margin expansion in the fiscal first quarter was
primarily due to improved performance within both the Banking Solutions
and Document Solutions divisions and the benefits resulting from the
divestiture of two below average margin businesses.
Revenue in the Investment Services business segment increased $12.0
million, or 16.4%, during the three months ended September 30, 2000,
compared to the same period last year despite the March 2000 divestiture
of the Company's retail brokerage business. The revenue increase was due
to strong internal growth, including the acquisition of several new
clients. Operating income in the Investment Services business segment
increased $1.2 million, or 10.3%, during the fiscal first quarter,
resulting in operating margins of 14.7% and 15.5% for the three months
ended September 30, 2000 and 1999, respectively. The margin decline
primarily resulted from continued investments in the international mutual
fund business, including the recently acquired Luxembourg operating
platform.
Revenue in the Insurance and Education Services business segment increased
$17.0 million, or 89.5%, during the three months ended September 30, 2000,
compared to the same period last year. The revenue increase was due to
strong internal growth and the acquisitions of Pictorial and Ascensus.
Operating income in the Insurance and Education Services business segment
increased $5.4 million, or 114.7%, during the fiscal first quarter,
resulting in operating margins of 28.7% and 25.3% for the three months
ended September 30, 2000 and 1999, respectively. Margins increased in the
fiscal first quarter due to strong revenue growth.
Corporate operations represent charges for the Company's human resources,
legal, accounting and finance functions, and various other unallocated
overhead charges. Increased expenses of $1.5 million in the three months
ended September 30, 2000 were in line with the Company's overall growth.
FINANCIAL SERVICES MODERNIZATION ACT OF 1999
The recent adoption of the Financial Services Modernization Act of 1999
lifts many restrictions limiting banks from the underwriting and
distribution of securities. The Company expects that some of its bank
customers with proprietary mutual funds may, over time, internalize
certain distribution functions currently provided by the Company. At the
same time, the Company believes this change may result in additional
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<PAGE> 12
demand for its outsourcing services as financial institutions provide new
services to their customers. The near-term and long-term impact of this
legislative change on the Company's business and results of operations are
uncertain. Although there can be no assurance, at this time the Company
does not expect a material adverse impact on its business or results of
operations.
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.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit 2.1 - Stock Purchase Agreement, dated as of May 26, 2000,
among the Registrant and PRIMEDIA, Inc. (Reference is made to
Exhibit 2.1 to the Current Report on Form 8-K, dated July 1, 2000,
filed with the Securities and Exchange Commission, and incorporated
herein by reference.)
Exhibit 10.1 - Amendment No. 1, dated as of September 28, 2000, to
Credit Agreement by and among the Registrant, the Lenders party
thereto, The Chase Manhattan Bank, The First National Bank of
Chicago, First Union National Bank and Fleet Bank, National
Association, as co-Agents, and The Bank of New York, as
Administrative Agent, with BNY Capital Markets, Inc., as Arranger,
dated as of June 30, 1999.
(B) REPORTS ON FORM 8-K
A current report on Form 8-K, dated as of July 1, 2000, was filed
with the Securities and Exchange Commission on July 13, 2000 (Items
2 and 7) to report the acquisition by the Registrant of Pictorial
Holdings, Inc.
Amendment No. 1 on Form 8K/A, dated as of July 1, 2000, was filed
with the Securities and Exchange Commission on September 15, 2000 to
include the financial statements of Pictorial Holdings, Inc. (Item
7).
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<PAGE> 14
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: November 14, 2000 By: /s/ Dennis R. Sheehan
----------------- -------------------------------------
Dennis R. Sheehan
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)
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<PAGE> 15
THE BISYS GROUP, INC.
EXHIBIT INDEX
EXHIBIT NO. PAGE
(10.1) Amendment No. 1 to Credit Agreement.........16
(27) Financial Data Schedule.....................(electronic only)
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