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, 2001
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) Employee Stock Ownership Plan and Trust
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 as of December
31, 2001, and 2000.
2. Statement of Changes in Net Assets Available for Plan Benefits for
the Years Ended December 31, 2001 and 2000.
EXHIBIT
23. Independent Auditors' Consent
SIGNATURES
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) EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ Kevin D. Williams
------------------------------------------
Kevin D. Williams, Chief Financial Officer
Date: June 28, 2002
JACK HENRY & ASSOCIATES, INC.
401(k) EMPLOYEE
STOCK OWNERSHIP PLAN
Financial Statements for the
Years Ended December 31, 2001 and 2000 and
Supplemental Schedule as of
December 31, 2001 and
Independent Auditors' Report
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, 2001 and 2000 2
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 2001 and 2000 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i - Schedule of
Assets Held for Investment Purposes at December 31, 2001 7
Other supplemental schedules not listed are omitted due to
the absence of conditions under which they are required.
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees of
Jack Henry & Associates, Inc.
401(k) Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
benefits of Jack Henry & Associates, Inc. 401(k) Employee Stock Ownership
Plan (the "Plan") as of December 31, 2001 and 2000 and the related
statements of changes in net assets available for benefits for the years
then ended. 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) Employee Stock Ownership Plan as of December 31, 2001 and 2000,
and the changes in its net assets available for benefits for the years then
ended 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 2001 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 17, 2002
JACK HENRY & ASSOCIATES, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2001 AND 2000
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2001 2000
ASSETS:
Investments:
Money market funds $ 884,175 $ 432,352
Investments at fair value (Note 2) 64,834,856 80,666,041
----------- -----------
Total investments 65,719,031 81,098,393
Employer contributions receivable 1,835,907 1,391,774
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 67,554,938 $ 82,490,167
=========== ===========
See notes to financial statements.
JACK HENRY & ASSOCIATES, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 2001 AND 2000
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2001 2000
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR $ 82,490,167 $ 46,117,860
----------- -----------
ADDITIONS:
Employer contributions 3,576,961 2,711,480
Participant contributions 6,119,521 4,515,166
Rollover accounts for new employees 1,680,943 1,415,906
Interest and dividends 251,616 192,316
Loan interest 33,299 23,286
Net appreciation in fair value of investments - 28,500,010
----------- -----------
Total additions 11,662,340 37,358,164
DEDUCTIONS:
Net depreciation in fair value of investments 21,965,156 -
Distributions to participants 4,592,426 971,695
Administrative expenses 39,987 14,162
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Total deductions 26,597,569 985,857
----------- -----------
NET (DEDUCTIONS) ADDITIONS (14,935,229) 36,372,307
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $ 67,554,938 $ 82,490,167
=========== ===========
See notes to financial statements.
JACK HENRY & ASSOCIATES, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
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1. DESCRIPTION OF PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following description of 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.
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 21. 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 fifteen percent of
pretax annual compensation, as defined in the Plan, 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 7.0% to 11.5%, 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,
2001 and 2000, distributions payable to Plan participants amounted to
$41,561 and $5,908, respectively.
Basis of Accounting - The financial statements of the Plan are prepared
on the accrual basis.
Investment Valuation - Valuation occurs monthly by determining each
investment's fair value on the valuation date, which is the last
business day of each calendar month. Fair value 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 of the fund
assets are allocated to the participants based on the participant's
account balance in each fund. 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, 2001 and 2000 are as follows:
Fair Value
------------------------
2001 2000
Common stock - Jack Henry & Associates, Inc. $39,650,301 $57,168,546
Diversified Investment Advisors - Balanced Fund 7,659,467 8,817,865
Janus Equity Fund 8,645,657 10,386,435
Diversified Investment Advisors - Fixed Fund 5,742,770 3,998,276
During 2001 and 2000, 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 Year Ended
------------------------
2001 2000
Common stock - Jack Henry & Associates, Inc. $(17,227,599) $31,812,638
Diversified Investment Advisors - Balanced Fund (2,054,000) (1,808,072)
Janus Equity Fund (2,966,883) (1,724,123)
Diversified Investment Advisors - Fixed Fund 263,937 219,567
Diversified Investment Advisors - Core Bond (7,935)
Diversified Investment Advisors - Value & Income 23,330
Diversified Investment Advisors - Special Equity 5,730
Diversified Investment Advisors - International
Equity 475
Diversified Investment Advisors - Short Horizon (1,724)
Diversified Investment Advisors - Short/Intermediate
Horizon (520)
Diversified Investment Advisors - Intermediate
Horizon (144)
Diversified Investment Advisors - Intermediate/Long
Horizon (889)
Diversified Investment Advisors - Long Horizon 1,066
----------- ----------
$(21,965,156) $28,500,010
=========== ==========
3. TRANSACTIONS WITH PARTIES-IN-INTEREST
During 2001 and 2000, the Plan received approximately $229,499 and
$179,693, 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 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). Although
the Plan has since been amended and certain corrective actions have been
taken, the Company believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the IRC.
* * * * * *
JACK HENRY & ASSOCIATES, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
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Description of Investment Fair Value
Money Market Funds 884,175
*Common stock - Jack Henry & Associates, Inc. (1,813,298 share) $39,650,301
Janus Equity Fund (352,029 units) 8,645,657
Diversified Investment Advisors - Balanced Fund (411,866 units) 7,659,467
Diversified Investment Advisors - Fixed Fund (341,508 units) 5,742,770
Diversified Investment Advisors - Value & Income (34,112 units) 745,491
Diversified Investment Advisors - Core Bond (38,480 units) 483,674
Diversified Investment Advisors - Long Horizon (38,202 units) 359,858
Diversified Investment Advisors - Short Horizon (30,339 units) 328,882
Diversified Investment Advisors - Intermediate/Long Horizon
(19,432 units) 214,116
Diversified Investment Advisors - Special Equity (8,188 units) 179,294
Diversified Investment Advisors - Intermediate Horizon
(11,952 units) 131,127
Diversified Investment Advisors - International Equity
(10,477 units) 130,396
Diversified Investment Advisors - Short/Intermediate
(12,377 units) 126,603
*Notes receivable from participants (interest rates ranging
from 7% to 11.5%; maturity dates from 2002 to 2011) 437,220
----------
TOTAL $65,719,031
==========
* Represents a party-in-interest to the Plan.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-63912 of Jack Henry & Associates, Inc. on Form S-8 of our report dated
June 17, 2002, appearing in this Annual Report on Form 11-K of Jack Henry &
Associates, Inc. 401(k) Employee Stock Ownership Plan for the year ended
December 31, 2001.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
June 27, 2002