UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPOLOYEE STOCK
REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ___________
Commission File Number: 0-14112
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Jack Henry & Associates, Inc. 401(k) Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Jack Henry & Associates, Inc.
663 Highway 60
P.O. Box 807
Monett, Missouri 65708
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended:
1. Statement of Net Assets Available for Plan Benefits at December
31, 2004, and 2003.
2. Statement of Changes in Net Assets Available for Plan Benefits for
the Year Ended December 31, 2004.
EXHIBIT
23. Consent of Independent Registered Public Accounting Firm
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
JACK HENRY & ASSOCIATES, INC.
401(K) RETIREMENT SAVINGS PLAN
By: /s/ Kevin D. Williams
------------------------------------------
Kevin D. Williams, Chief Financial Officer
Date: June 28, 2005
Jack Henry & Associates, Inc.
401(k) Retirement Savings Plan
Financial Statements as of
December 31, 2004 and 2003 and for the
Year Ended December 31, 2004,
Supplemental Schedule as of
December 31, 2004 and
Report of Independent Registered Public
Accounting Firm
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2004 and 2003 2
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 2004 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i - Schedule of
Assets (Held at Year End) 8
Other supplemental schedules not listed are omitted due to
the absence of conditions under which they are required.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees
Jack Henry & Associates, Inc.
401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of Jack Henry & Associates, Inc. 401(k) Retirement Savings Plan
(the "Plan") as of December 31, 2004 and 2003 and the related statement of
changes in net assets available for benefits for the year ended December 31,
2004. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Plan's internal
control over financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of Jack Henry & Associates,
Inc. 401(k) Retirement Savings Plan as of December 31, 2004 and 2003, and
the changes in its net assets available for benefits for the year ended
December 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule is
presented for the purpose of additional analysis and is not a required part
of the basic financial statements but is supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied
in our audit of the basic 2004 financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
June 24, 2005
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2004 AND 2003
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2004 2003
ASSETS - Investments $ 89,124,010 $ 72,806,980
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NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 89,124,010 $ 72,806,980
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See notes to financial statements.
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004
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ADDITIONS:
Employer contributions $ 4,709,129
Participant contributions 8,898,815
Rollover accounts for new Plan participants 976,658
Net appreciation in fair value of investments 3,302,375
Interest and dividends 1,209,687
Loan interest 57,273
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Total additions 19,153,937
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DEDUCTIONS:
Administrative expenses 3,225
Distributions to participants 2,833,682
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Total deductions 2,836,907
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NET ADDITIONS 16,317,030
NET ASSETS AVAILABLE FOR PLAN BENEFITS - Beginning of year 72,806,980
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NET ASSETS AVAILABLE FOR PLAN BENEFITS - End of year $ 89,124,010
===========
See notes to financial statements.
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004 AND 2003 AND FOR THE YEAR ENDED DECEMBER 31, 2004
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1. DESCRIPTION OF PLAN
The following description of Jack Henry & Associates, Inc. 401(k)
Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan Agreement for a more complete
description of the Plan's provisions.
General-The Plan is a defined contribution, 401(k) plan covering
employees of Jack Henry & Associates, Inc. (the "Company") who have
attained the age of 18. To be eligible to receive the Company match
and discretionary contribution employees must complete six months of
service. The Company is the Plan Administrator and has appointed a
trustee to hold and invest Plan assets. Diversified Investment Advisors
is the Plan administrator and Investor's Bank and Trust is the Plan
trustee. The Plan is subject to the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended.
Investments-Participants direct the investment of their contributions
and employee contributions into various investment options offered by
the Plan. The Plan currently offers Jack Henry & Associates, Inc. common
stock, a money market fund, fourteen mutual funds and a guaranteed
separate account fund as investment options for participants.
Contributions-Participants may contribute up to the maximum contribution
allowable under section 401(k) of the Internal Revenue Code. The Company
matches 100% of participant contributions up to a maximum match of the
lessor of 5% of the participant's annual compensation or $5,000. The
total amount which a participant could elect to contribute to the Plan
on a pre-tax basis in 2004 could not exceed $13,000. However, in 2004,
if a participant reached age 50 by December 31, 2004, they were able to
contribute an additional $3,000 "catch up" contribution to the Plan on a
pre-tax basis.
In addition, the Company may make a special discretionary contribution.
The amount of the discretionary contribution is determined by the
Company. Participants must have 1,000 hours of service during the year
to share in any discretionary contributions. There were no discretionary
contributions in 2004.
Vesting-Participants are immediately vested in their voluntary
contributions, the employer's matching contribution and the earnings on
these contributions. Vesting in the employer's discretionary portions of
their accounts is based on years of continuous service with an employee
vesting 20% after two years of service and subsequently vesting 20% each
year until becoming fully vested with six years of continuous service.
Benefits-Upon termination of service, an employee may elect to receive a
lump-sum amount equal to the value of his or her account at either the
time of termination or at the end of the Plan year. An employee may also
elect to receive the value of his or her account in installment payments
or have the balance rolled over into an Individual Retirement Account.
Participant Loans-Participants may borrow for qualifying reasons as
defined in the Plan, from their fund accounts a minimum amount of $1,000
up to a maximum of, the lesser of $50,000 less the amount of highest
outstanding loan balance in the previous 12 months or 50% of their
vested account balances. Loan terms range from one to five years, unless
the loan is going to be used to purchase the participant's principal
residence, in which case the term may extend beyond five years. The
loans are secured by the balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates (ranging
from 4.25% to 12.15% as of December 31, 2004), as determined by the
Plan administrator. Principal and interest are paid through payroll
deductions. Participants may elect to maintain their loan subsequent
to their termination.
Benefits Payable-Benefits are recorded when paid. As of December 31,
2004 and 2003 distributions payable to Plan participants was zero.
Forfeited Accounts-At December 31, 2004 and 2003, forfeited nonvested
accounts totaled $5,934 and $1,988, respectively. These accounts will be
used first as restoration of participant's forfeitures, then as offset
to Plan expenses, then as a reduction to future discretionary
contributions.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting-The financial statements of the Plan are prepared
on the accrual basis.
Investment Valuation and Income Recognition-Investments are stated
at fair value, which is determined using public market quotations if
available. Non-publicly traded investments (Diversified Investment
Advisors-Managed Stability-Stable 5 Fund) have been reported based on
values provided by the Plan trustee. Participant loans are reported at
cost, which approximates fair value.
The Plan invests in various securities including common stock and mutual
funds. Investment securities, in general, are exposed to various risks,
such as interest rate, credit, and overall market volatility. Due to the
level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially
affect the amounts reported in the statements of net assets available
for plan benefits.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Basis of Allocation-Investment income and gain or loss on investments
are allocated to the participants based on the participant's account
balance. Discretionary contributions, if any, are allocated based on
eligible compensation.
Use of Estimates-The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make 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 additions and deductions during
the reporting period. Actual results could differ from those estimates.
3. INVESTMENTS
The Plan's deposits are maintained in money market accounts until the
deposits are allocated to the participant directed funds based on the
participant's percentage allocation election. The participant can elect
direction of investments upon entering the Plan and may change the
direction of investment options on a daily basis. Unless directed
otherwise by participants, employer matching and discretionary
contributions will be allocated in the same manner as employee
contributions.
The components of the Plan's individual investments which represent 5%
or more of the Plan's net assets available for benefits at December 31,
2004 and 2003 are as follows:
2004 2003
Common stock - Jack Henry & Associates, Inc. $25,257,656 $25,122,943
Diversified Investment Advisors -
Equity Growth Fund 12,678,838 11,245,306
Diversified Investment Advisors -
Growth and Income Fund 10,978,024 9,708,619
Diversified Investment Advisors -
Managed Stability - Stable 5 Fund 8,543,608 7,536,685
Diversified Investment Advisors -
Value and Income Fund 5,195,406 451,967
During 2004 the Plan's investments (including gains and losses on
investments bought, sold, as well as held during the year) appreciated
(depreciated), as follows:
Diversified Investment Advisors - Growth and Income Fund $ 940,333
Diversified Investment Advisors - Equity Growth Fund 839,205
Diversified Investment Advisors - Value and Income Fund 451,967
Diversified Investment Advisors - Long Horizon Strategic
Allocation Fund 352,328
Diversified Investment Advisors - Special Equity Fund 310,195
Diversified Investment Advisors - International Equity Fund 263,345
Diversified Investment Advisors - Midcap Value Fund 230,130
Diversified Investment Advisors - Intermediate/Long Horizon
Strategic Allocation Fund 201,871
Diversified Investment Advisors - Stock Index Fund 121,196
Diversified Investment Advisors - Intermediate Horizon
Strategic Allocation Fund 78,729
Diversified Investment Advisors - Short/Intermediate Horizon
Strategic Allocation Fund 19,204
Diversified Investment Advisors - Short Horizon Strategic
Allocation Fund 15,859
Diversified Investment Advisors - Core Bond Fund (434)
Diversified Investment Advisors - Intermediate Government
Bond Fund (9,326)
Common stock - Jack Henry & Associates, Inc. (512,227)
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$ 3,302,375
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4. TRANSACTIONS WITH PARTIES-IN-INTEREST
During 2004, the Plan received approximately $200,205 in dividends from
the Company. In addition, the Company pays certain fees on behalf of the
Plan for accounting services.
5. PLAN TERMINATION
Although it has not expressed an intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan, subject to the provisions of ERISA. In the event of
plan termination, employees become 100% vested in their accounts.
6. TAX STATUS
Effective July 1, 2002, the Plan adopted the Diversified Investment
Advisors, Inc. 401(k) profit sharing prototype plan document. Diversified
Investment Advisors, Inc.'s plan document received a favorable Internal
Revenue Service opinion letter on November 19, 2001. The plan
administrator believes that the Plan, as adopted, is designed and is
being operated in compliance with applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
* * * * * *
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2004
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Description of Investment Fair Value
*Diversified Investment Advisors - Money Market Fund $ 1,143,693
*Common stock - Jack Henry & Associates, Inc. (1,875,494 units) 25,257,656
*Diversified Investment Advisors - Equity Growth Fund
(1,840,180 units) 12,678,838
*Diversified Investment Advisors - Growth and Income Fund
(1,728,823 units) 10,978,024
*Diversified Investment Advisors - Managed Stability -
Stable 5 Fund 8,543,608
*Diversified Investment Advisors - Value and Income Fund
(450,599 units) 5,195,406
*Diversified Investment Advisors - Long Horizon Strategic
Allocation Fund
(483,221 units) 4,179,858
*Diversified Investment Advisors - Core Bond Fund
(198,285 units) 2,087,945
*Diversified Investment Advisors - Intermediate/Long Horizon
Strategic Alloc Fund
(337,033 units) 3,107,443
*Diversified Investment Advisors - Short Horizon Strategic
Allocation Fund
(142,794 units) 1,475,062
*Diversified Investment Advisors - Intermediate Horizon
Strategic Allocation Fund
(164,648 units) 3,170,511
*Diversified Investment Advisors - Special Equity Fund
(296,587 units) 831,185
*Diversified Investment Advisors - Short/Intermediate
Strategic Allocation Fund
(86,222 units) 1,583,916
*Diversified Investment Advisors - International Equity Fund
(243,781 units) 2,057,515
*Diversified Investment Advisors - Intermediate Government
Bond Fund
(97,794 units) 944,693
*Diversified Investment Advisors - Mid Cap Value Fund
(229,295 units) 3,405,025
*Diversified Investment Advisors - Stock Index Fund
(215,997 units) 1,747,414
*Notes receivable from participants (interest rates ranging
from 4.25% to 12.15%; maturity dates from 2005 to 2020) 730,284
AUSA General Insurance Account 5,934
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TOTAL $89,124,010
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* Represents a party-in-interest to the Plan.
Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to Registration Statement No. 333-63912 of Jack Henry & Associates, Inc. on Form S-8 of our report dated June 24, 2005, appearing on Form 11-K of Jack Henry & Associates, Inc. 401(k) Retirement Savings Plan for the year ended December 31, 2004. /s/ DELOITTE & TOUCHE LLP St. Louis, Missouri June 27, 2005