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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 11-K
ANNUAL REPORT
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 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _____________ to
Commission File Number: 0-14112
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
EXPLANATORY NOTE
This Form 11-K reflects the amendment and restructuring of the Jack
Henry & Associates, Inc. 401(k) Employee Stock Ownership Plan and Trust,
which has been split into two separate plans, the Jack Henry & Associates,
Inc. Employee Stock Ownership Plan and the Jack Henry & Associates, Inc.
401(k) Retirement Savings Plan. All future plan shares will be issued only
through the Jack Henry & Associates 401(k) Retirement Savings Plan, and the
Registrant has filed a Post-Effective Amendment No. 1 to its original
registration statement to record the change in name to the Jack Henry &
Associates, Inc. 401(k) Retirement Savings Plan.
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, 2002, and 2001.
2. Statement of Changes in Net Assets Available for Plan Benefits for
the Year Ended December 31, 2002.
EXHIBIT
23. Independent Auditors' Consent
99. Written Statement of the Chief Financial Officer dated June 27, 2003.
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 27, 2003
Jack Henry & Associates, Inc.
401(k) Retirement Savings Plan
(Formerly Jack Henry & Associates, Inc.
401(k) Employee Stock Ownership Plan)
Financial Statements as of
December 31, 2002 and 2001 and for the
Year Ended December 31, 2002,
Supplemental Schedule as of
December 31, 2002 and
Independent Auditors' Report
JACK HENRY & ASSOCIATES, INC. 401(k) RETIREMENT SAVINGS PLAN
(FORMERLY JACK HENRY & ASSOCIATES, INC. 401(k) EMPLOYEE
STOCK OWNERSHIP PLAN)
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
at December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 2002 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.
INDEPENDENT AUDITORS' REPORT
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
(formerly Jack Henry & Associates, Inc. 401(k) Employee Stock Ownership
Plan) (the "Plan") as of December 31, 2002 and 2001 and the related
statement of changes in net assets available for benefits for the year ended
December 31, 2002. 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 auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes 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, 2002 and 2001, and
the changes in its net assets available for benefits for the year ended
December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Note 1, the financial statements reflect the Plan's
restructuring which was effective July 1, 2002.
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 2002 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 20, 2003
JACK HENRY & ASSOCIATES, INC. 401(k) RETIREMENT SAVINGS PLAN
(FORMERLY JACK HENRY & ASSOCIATES, INC. 401(k) EMPLOYEE
STOCK OWNERSHIP PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002 AND 2001
----------------------------------------------------------------------------
2002 2001
ASSETS:
Investments:
Money market funds $ 206,110 $ 884,175
Investments at fair value 45,070,768 64,834,856
----------- -----------
Total investments 45,276,878 65,719,031
Employer contributions receivable 1,835,907
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 45,276,878 $ 67,554,938
=========== ===========
See notes to financial statements.
JACK HENRY & ASSOCIATES, INC. 401(k) RETIREMENT SAVINGS PLAN
(FORMERLY JACK HENRY & ASSOCIATES INC. 401(k) EMPLOYEE
STOCK OWNERSHIP PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2002
----------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS - Beginning of year $ 67,554,938
-----------
ADDITIONS:
Employer contributions 2,043,448
Participant contributions 3,747,161
Rollover accounts for new Plan participants 111,554
Interest and dividends 173,486
Loan interest 22,201
-----------
Total additions 6,097,850
-----------
DEDUCTIONS:
Net depreciation in fair value of investments 12,099,080
Administrative expenses 7,806
Distributions to participants 1,472,478
-----------
Total deductions 13,579,364
-----------
NET DEDUCTIONS (7,481,514)
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS-June 30, 2002 60,073,424
-----------
ADDITIONS:
Employer contributions 1,905,379
Participant contributions 3,447,514
Rollover accounts for new Plan participants 2,938,770
Interest and dividends 306,622
Loan interest 23,457
-----------
Total additions 8,621,742
-----------
DEDUCTIONS:
Net depreciation in fair value of investments 6,349,115
Distributions to participants 452,736
Administrative expenses 6,575
Transfer related to plan restructuring (Note 1) 16,609,862
-----------
Total deductions 23,418,288
-----------
NET DEDUCTIONS (14,796,546)
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS-End of year $ 45,276,878
===========
See notes to financial statements.
JACK HENRY & ASSOCIATES, INC. 401(k) RETIREMENT SAVINGS PLAN
(FORMERLY JACK HENRY & ASSOCIATES INC. 401(k) EMPLOYEE
STOCK OWNERSHIP PLAN)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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1. DESCRIPTION OF PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following description of Jack Henry & Associates, Inc. 401(k)
Retirement Savings Plan (formerly Jack Henry & Associates, Inc. 401(k)
Employee Stock Ownership Plan) (the "Plan") provides only general
information. Participants should refer to the Plan Agreement for a more
complete description of the Plan's provisions.
During June 2002, the Company's Board of Directors approved an action to
separate the Jack Henry & Associates, Inc. 401(k) Employee Stock
Ownership Plan (the " Predecessor Plan") into the Jack Henry &
Associates, Inc. Employee Stock Ownership Plan (the "ESOP Plan") and the
Jack Henry & Associates, Inc. 401(k) Retirement Savings Plan (the
"Plan"). The separation of the plans was effective July 1, 2002. The
Plan's financial statements are presented on a "carryover basis" so that
historical activity through June 30, 2002 of the Predecessor Plan is
presented. Prior to the separation, the ESOP Plan and the Plan were
under the same trustee, recordkeeper, and filed a combined Form 5500 to
the IRS. The transfer out recorded in the statement of changes in net
assets available for plan benefits reflects the value of the ESOP Plan's
net assets at the time of the separation. The statement of changes in
net assets available for plan benefits has been segregated to reflect
activity prior to and subsequent to the restructuring primarily for
purposes of reconciling to each new plan's Form 5500.
General - The Plan is a defined contribution, 401(k) plan covering all
full-time employees of Jack Henry & Associates, Inc. (the "Company" or
"JKHY") who have at least six months (one year in 1998) of service and
have attained the age of 18. The Company is the Plan Administrator and
has appointed a trustee to hold and invest Plan assets. In April 2002,
the Company's Board of Directors appointed Diversified Investment
Advisors as the Plan administrator and Investor's Bank and Trust as the
Plan trustee effective July 1, 2002. The Plan is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended.
Contributions - Participants may contribute up to the maximum
contribution allowable under section 401(k) of the Internal Revenue
Code. The Company matches 100 percent of participant contributions up to
a maximum match of the lessor of 5% of the participant's annual
compensation or $5,000.
In addition, the Company may make a special discretionary contribution.
The amount of the discretionary contribution is determined by the
Company. Participants must be actively employed on the last day of the
Plan year to share in any discretionary contributions.
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
becoming fully vested after 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 up to a maximum of $50,000
or 50% of their vested account balances. Loan terms range from one to
fifteen years for a mutually agreed term between the participant and
Plan administrator. 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 determined by
the Plan administrator. Principal and interest are paid through payroll
deductions.
Benefits Payable-Benefits are recorded when paid. As of December 31,
2002 distributions payable to Plan participants was zero.
Basis of Accounting-The financial statements of the Plan are prepared on
the accrual basis.
Investment Valuation-Investments are stated at fair value, which is
determined using public market quotations if available. Non-publicly
traded investments (Diversified Investment Advisors - Fixed Fund) have
been reported based on values provided by the Plan trustee. Participant
loans are reported at cost, which approximates fair value.
Basis of Allocation-Investment income and gain or loss on investments
are allocated to the participants based on the participant's account
balance. Forfeitures are allocated to participants based on
participant's account balance in relation to total account balances
of all Plan participants. 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.
2. INVESTMENTS
The Plan's deposits are maintained in money market accounts until the
deposits are allocated to the participant self-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 five
percent or more of the Plan's net assets available for benefits at
December 31, 2002 and 2001 are as follows:
2002 2001
Common stock - Jack Henry & Associates, Inc. $13,797,675 $39,650,301
Diversified Investment Advisors - Growth
and Income Fund 7,064,383 7,659,462
Diversified Investment Advisors - Fixed Fund 6,609,242 8,645,657
Diversified Investment Advisors - Equity Growth 8,225,483 5,742,770
During 2002 and 2001, the Plan's investments (including gains and losses
on investments bought, sold, as well as held during the year)
appreciated (depreciated), as follows:
For the Years Ended
December 31,
-------------------------
2002 2001
Common stock - Jack Henry & Associates, Inc. $(14,079,006) $(17,227,599)
Diversified Investment Advisors - Balanced Fund (1,048,196) (2,054,000)
Diversified Investment Advisors - Equity Growth (1,619,548)
Janus Equity Fund (425,169) (2,966,883)
Diversified Investment Advisors - Growth and
Income Fund (778,767)
Diversified Investment Advisors - Value & Income (244,404) 23,330
Diversified Investment Advisors - Long Horizon (141,432) 1,066
Diversified Investment Advisors - Special Equity (107,250) 5,730
Diversified Investment Advisors - International
Equity (59,351) 475
Diversified Investment Advisors - Intermediate/Long
Horizon (64,393) (889)
Diversified Investment Advisors - Intermediate
Horizon (28,375) (144)
Diversified Investment Advisors - Short/Intermediate
Horizon (11,542) (520)
Diversified Investment Advisors - Short Horizon (3,927) (1,724)
Diversified Investment Advisors - Midcap Value (573)
Diversified Investment Advisors - Intermediate Bond (504)
Diversified Investment Advisors - Stock Index 456
Diversified Investment Advisors - Core Bond 15,473 (7,935)
Diversified Investment Advisors - Fixed Fund 148,313 263,937
----------- -----------
$(18,448,195) $(21,965,156)
=========== ===========
3. TRANSACTIONS WITH PARTIES-IN-INTEREST
During 2002 and 2001, the Plan received approximately $276,404 and
$229,499, respectively, in dividends from the Company. In addition, the
Company pays certain fees on behalf of the Plan for accounting services.
4. 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 percent vested in their accounts.
5. TAX STATUS
The Internal Revenue Service ("IRS") has determined and informed the
Company by a letter dated September 10, 1996, that the Plan is designed
in accordance with applicable sections of the Internal Revenue Code
("IRC"). In 2002, the Company filed the Plan's GUST Reinstated Plan
document with the IRS. The Company believes that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
As discussed in Note 1, due to the plan restructuring, the statement of
changes in net assets per the financial statements has been segregated so
that the amounts presented for July 1, 2002 through December 31, 2002
agreed to Form 5500.
The Plan's financial statements are presented on a "carryover basis" so
that historical activity through June 30, 2002 of the Predecessor Plan
is presented. However, the Form 5500 presents the Plan as a new plan;
therefore, the following is presented to reconcile net assets available
for benefits and transfers within the financial statements to the
amounts in Form 5500:
Net assets available for benefits as of January 1, 2002
per financial statements $ 67,554,938
Less: Predecessor plan net assets available for benefits
as of December 31, 2001 67,554,938
-------------
Net assets available for benefits as of January 1, 2002
per Form 5500 $ -
=============
Transfer out related to plan restructuring per
financial statements $ (16,609,862)
Deduct net assets available for plan benefits -
June 30, 2002 60,073,424
------------
Transfer in related to plan restructuring per Form 5500 $ 43,463,562
============
* * * * * *
JACK HENRY & ASSOCIATES, INC. 401(k) RETIREMENT SAVINGS PLAN
(FORMERLY JACK HENRY & ASSOCIATES, INC. 401(k) EMPLOYEE
STOCK OWNERSHIP PLAN)
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
-----------------------------------------------------------------------------
Description of Investment Fair Value
Money Market Funds $ 206,110
*Common stock - Jack Henry & Associates, Inc. (1,695,338 shares) 13,797,675
*Diversified Investment Advisors - Equity Growth
(1,609,684 units) 8,225,483
*Diversified Investment Advisors - Growth Income Fund
(1,459,583 units) 7,064,383
*Diversified Investment Advisors - Fixed Fund 6,609,242
*Diversified Investment Advisors - Value & Income
(203,524 units) 1,738,096
*Diversified Investment Advisors - Long Horizon (223,607 units) 1,442,268
*Diversified Investment Advisors - Core Bond (110,234 units) 1,158,561
*Diversified Investment Advisors - Intermediate/Long Horizon
(126,158 units) 924,741
*Diversified Investment Advisors - Short Horizon (66,574 units) 666,408
*Diversified Investment Advisors - Intermediate Horizon
(72,265 units) 582,455
*Diversified Investment Advisors - Special Equity (87,216 units) 577,367
*Diversified Investment Advisors - Short/Intermediate
(41,477 units) 364,581
*Diversified Investment Advisors - International Equity
(68,723 units) 393,783
*Diversified Investment Advisors - Intermediate Bond
(31,278 units) 339,995
*Diversified Investment Advisors - Mid Cap Value (25,889 units) 257,600
*Diversified Investment Advisors - Stock Index (25,978 units) 152,753
*Notes receivable from participants (interest rates ranging
from 7% to 11.5%; maturity dates from 2002 to 2011) 774,279
AUSA General Insurance Account 1,098
----------
TOTAL $45,276,878
==========
* Represents a party-in-interest to the Plan.
EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT 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 20, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Plan's restructuring), appearing in this Annual Report on Form 11-K of Jack Henry & Associates, Inc. 401(k) Employee Retirement Savings Plan for the year ended December 31, 2002. /s/ DELOITTE & TOUCHE LLP St. Louis, Missouri June 26, 2003
EXHIBIT 99
Written Statement of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the
undersigned Chief Financial Officer of Jack Henry & Associates, Inc. (the
"Company"), hereby certify that the Annual Report on Form 11-K of the Jack
Henry & Associates, Inc. 401(k) Retirement Savings Plan (the "Plan") for the
period ended December 31, 2002 (the "Report") fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 and
that the information contained in the Report fairly presents, in all
material respects, the net assets available for benefits and changes in net
assets available for benefits of the Plan.
Dated: June 27, 2003
*/s/ Kevin D. Williams
-----------------------
Kevin D. Williams
Chief Financial Officer
"A signed original of this written statement required by Section 906 has
been provided to Jack Henry & Associates, Inc. and will be retained by Jack
Henry & Associates, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request."