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.
For the fiscal year ended December 31, 2003
-------------------------------------------
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
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, 2003, and 2002.
2. Statement of Changes in Net Assets Available for Plan Benefits for
the Year Ended December 31, 2003.
EXHIBIT
23. Independent Auditors' Consent
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, 2004
Jack Henry & Associates, Inc.
401(k) Retirement Savings Plan
Financial Statements as of
December 31, 2003 and 2002 and for the
Year Ended December 31, 2003,
Supplemental Schedule as of
December 31, 2003 and
Report of Independent Registered Public
Accounting Firm
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
----------------------------------------------------------------------------
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
at December 31, 2003 and 2002 2
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 2003 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i - Schedule of
Assets (Held at Year End) 7
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
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, 2003 and 2002 and the related statement of
changes in net assets available for benefits for the year ended December 31,
2003. 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. 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, 2003 and 2002, and
the changes in its net assets available for benefits for the year ended
December 31, 2003 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 2003 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 15, 2004
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2003 AND 2002
----------------------------------------------------------------------------
2003 2002
ASSETS - Investments $ 72,806,980 $ 45,276,878
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 72,806,980 $ 45,276,878
=========== ===========
See notes to financial statements.
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2003
----------------------------------------------------------------------------
ADDITIONS:
Employer contributions $ 4,317,017
Participant contributions 7,792,965
Rollover accounts for new Plan participants 984,653
Net appreciation in fair value of investments 16,158,626
Interest and dividends 728,556
Loan interest 70,681
-----------
Total additions 30,052,498
-----------
DEDUCTIONS:
Administrative expenses 3,300
Distributions to participants 2,519,096
-----------
Total deductions 2,522,396
-----------
NET ADDITIONS 27,530,102
NET ASSETS AVAILABLE FOR PLAN BENEFITS - Beginning of year 45,276,878
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS - End of year $ 72,806,980
===========
See notes to financial statements.
JACK HENRY & ASSOCIATES, INC.
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
----------------------------------------------------------------------------
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 all
full-time employees of Jack Henry & Associates, Inc. (the "Company") who
have at least six months 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.
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 percent 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 2003 could not exceed $12,000. However, in
2003, if a participant reached age 50 by December 31, 2003, they were
able to contribute an additional $2,000 "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 be actively employed on the last day of the
Plan year to share in any discretionary contributions. There were no
discretionary contributions in 2003.
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 $50,000 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, 2003), 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,
2003 and 2002 distributions payable to Plan participants was zero.
Forfeited Accounts-At December 31, 2003 and 2002, forfeited nonvested
accounts totaled $1,988 and $1,098, respectively. These accounts will
be used to reduce future employer 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 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, 2003 and 2002 are as follows:
2003 2002
Common stock - Jack Henry & Associates, Inc. $25,122,943 $13,797,675
Diversified Investment Advisors - Equity Growth 11,245,306 8,225,483
Diversified Investment Advisors - Growth and
Income Fund 9,708,619 7,064,383
Diversified Investment Advisors - Managed
Stability - Stable 5 Fund 7,536,685 6,609,242
During 2003 the Plan's investments (including gains and losses on
investments bought, sold, as well as held during the year) appreciated
(depreciated), as follows:
Common stock - Jack Henry & Associates, Inc. $ 9,960,772
Diversified Investment Advisors - Equity Growth Fund 2,185,693
Diversified Investment Advisors - Growth and Income Fund 1,765,182
Diversified Investment Advisors - Value & Income Fund 550,084
Diversified Investment Advisors - Long Horizon Strategic
Allocation Fund 461,585
Diversified Investment Advisors - Special Equity Fund 417,399
Diversified Investment Advisors - Intermediate/Long Horizon
Strategic Allocation Fund 243,177
Diversified Investment Advisors - International Equity Fund 198,875
Diversified Investment Advisors - Midcap Value Fund 139,400
Diversified Investment Advisors - Stock Index Fund 101,288
Diversified Investment Advisors - Intermediate Horizon
Strategic Allocation Fund 100,883
Diversified Investment Advisors - Short/Intermediate Horizon
Strategic Allocation Fund 35,765
Diversified Investment Advisors - Short Horizon
Strategic Allocation Fund 19,521
Diversified Investment Advisors - Core Bond Fund 4,895
Diversified Investment Advisors - Intermediate Government
Bond Fund (25,893)
----------
$16,158,626
==========
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
During 2003, the Plan received approximately $164,304 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 percent vested in their accounts.
6. 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.
* * * * * *
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)
DECEMBER 31, 2003
Description of Investment Fair Value
*Diversified Investment Advisors - Money Market Fund $ 770,006
*Common stock - Jack Henry & Associates, Inc. (1,819,053 shares) 25,122,943
*Diversified Investment Advisors - Equity Growth Fund
(1,746,166 units) 11,245,306
*Diversified Investment Advisors - Growth and Income Fund
(1,631,701 units) 9,708,619
*Diversified Investment Advisors - Managed Stability -
Stable 5 Fund 7,536,685
*Diversified Investment Advisors - Value & Income Fund
(290,143 units) 3,078,412
*Diversified Investment Advisors - Long Horizon Strategic
Allocation Fund
(339,369 units) 2,718,349
*Diversified Investment Advisors - Core Bond Fund
(153,779 units) 1,619,295
*Diversified Investment Advisors - Intermediate/Long Horizon
Strategic Allocation Fund
(223,038 units) 1,940,431
*Diversified Investment Advisors - Short Horizon Strategic
Allocation Fund
(117,755 units) 1,210,520
*Diversified Investment Advisors - Intermediate Horizon
Strategic Allocation Fund
(111,311 units) 1,018,494
*Diversified Investment Advisors - Special Equity Fund
(206,992 units) 1,968,499
*Diversified Investment Advisors - Short/Intermediate
Strategic Allocation Fund
(52,942 units) 504,539
*Diversified Investment Advisors - International Equity Fund
(140,747 units) 1,059,825
*Diversified Investment Advisors - Intermediate Government Bond
Fund (81,647 units) 796,060
*Diversified Investment Advisors - Mid Cap Value Fund
(73,800 units) 979,324
*Diversified Investment Advisors - Stock Index Fund
(97,533 units) 724,671
*Notes receivable from participants (interest rates ranging
from 4.25% to 12.15%; maturity dates from 2003 to 2020) 803,014
AUSA General Insurance Account 1,988
----------
TOTAL $72,806,980
==========
* Represents a party-in-interest to the Plan.