<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JANUARY 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
THE BUCKLE, INC. CASH OR DEFERRED PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office
THE BUCKLE, INC.
2407 WEST 24TH STREET
P.O. BOX 1480
KEARNEY, NEBRASKA 68848-1480
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of The Buckle, Inc. Employee Benefits Committee have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
THE BUCKLE, INC. CASH OR DEFERRED PROFIT SHARING PLAN
Date By
---------- ---------------------------------------------------
Daniel J. Hirschfeld
Chairman of the Board
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REQUIRED INFORMATION
Plan financial statements and schedules are prepared in accordance with the
financial reporting requirements of ERISA and are included herein as listed in
the table of contents below.
<TABLE>
<CAPTION>
Table of Contents
(a) Financial Statements Pages
-----
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits
January 31, 1997 and 1996 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended January 31, 1997 and 1996 3
Notes to Financial Statements 4-9
(b) Supplemental Schedules
Item 27a - Schedule of Assets Held for Investment Purposes -
January 31, 1997 10
Item 27d - Schedule of Reportable Transactions - For the Year Ended
January 31, 1997 11
(c) Exhibits
Exhibit A - Independent Auditors' Consent 12
</TABLE>
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
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[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
The Buckle, Inc. Cash or Deferred Profit Sharing Plan
Kearney, Nebraska
We have audited the accompanying statements of net assets available for
benefits of The Buckle, Inc. Cash or Deferred Profit Sharing Plan (the "Plan")
as of January 31, 1997 and 1996, 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 generally accepted auditing
standards. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of January 31,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosures under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing procedures applied
in our audit of the basic 1997 financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 25, 1997
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THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JANUARY 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
<S> <C> <C>
ASSETS:
Investments at fair value (Note D) $ 9,565,242 $7,465,913
Receivables:
Employer contributions receivable 617,169 525,582
Participant contributions receivable 31,967 26,076
----------- ----------
649,136 551,658
----------- ----------
Net assets available for benefits $10,214,378 $8,017,571
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JANUARY 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (Note F):
Net appreciation in fair value of investments
(Note D) $ 946,879 $1,415,855
Interest and dividends 459,619 103,568
----------- ----------
1,406,498 1,519,423
Contributions (Note F):
Employees 825,726 465,788
Employer 617,169 525,582
----------- ----------
1,442,895 991,370
----------- ----------
Total Additions 2,849,393 2,510,793
----------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants (Note F) (626,202) (377,265)
Administrative expense (26,384) (15,984)
----------- -----------
Total Deductions (652,586) (393,249)
------------ -----------
NET INCREASE 2,196,807 2,117,544
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 8,017,571 5,900,027
----------- ----------
End of year $10,214,378 $8,017,571
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 1997 AND 1996
- -------------------------------------------------------------------------------
A. DESCRIPTION OF THE PLAN
The following description of The Buckle, Inc. Cash or Deferred Profit
Sharing Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan provisions.
GENERAL - The Plan is a defined contribution plan covering all employees
working 1,000 hours or more per year who have one year of service and are at
least age twenty. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). It was established February
1, 1986 and last amended February 1, 1993. The Plan administrator is The
Buckle, Inc. (the Company) while the trustee for the Plan is Grand Island
Trust Company, and the record keeper is United of Omaha Life Insurance
Company.
CONTRIBUTIONS - Participants may contribute from 2% to 12% of their salary.
The Company may contribute to the Plan at its discretion. The Company
contributions to the Plan were $617,169 and $525,582 during the years ended
January 31, 1997 and 1996, respectively.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and an allocation of (a) the Company's
contribution, (b) Plan earnings, and (c) forfeiture of terminated
participants' nonvested accounts. Allocations are based on participant
earnings or account balances, as defined in the Plan. The benefit to which
a participant is entitled is the benefit that can be provided from the
participant's account.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accounts of the Plan have been prepared in
accordance with generally accepted accounting principles. The financial
statements were prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974 as
permitted by the Securities and Exchange Commission's amendments to Form
11-K.
VALUATION OF INVESTMENTS - The Plan's guaranteed investment contracts are
recorded at the accumulated value of the contract, which approximates fair
value. The equity funds, including the Company stock fund, are recorded at
quoted market value of stocks comprising them. The fixed income fund
represented insurance annuities which were valued at premiums paid plus
earnings reinvested which approximates fair value. Money market accounts
are recorded at the cash equivalent amount of which approximates fair value.
The net appreciation (depreciation) in the fair value of investments is
based on the fair value of the investments at the beginning of the year or
cost, if purchased during the year.
4
<PAGE> 7
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles 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 revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
BENEFITS PAYABLE - Distributions to participants are recorded in the year
paid. At January 31, 1997 and 1996, benefits due and unpaid to retired and
terminated participants were $1,925 and $3,036, respectively.
VESTING - Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. The remainder of their accounts
vest over a six-year period, as shown:
PERCENT
YEARS OF SERVICE VESTED
Two 20%
Three 40%
Four 60%
Five 80%
Six 100%
PAYMENT OF BENEFITS - On termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of his or her account,
annual installments over a five-year period, or payment in the form of an
annuity.
EXPENSES - Administrative expenses are paid by either the employer or the
Plan, in accordance with the terms of the Plan Services Agreement.
RECLASSIFICATIONS - Certain reclassifications have been made to the 1996
financial statements to conform with classifications used in the 1997
financial statements.
C. TAX STATUS
The Plan obtained a tax determination letter dated October 9, 1996, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code
(the Code). Therefore, it is believed that the Plan was qualified and the
related trust was tax-exempt under provisions of Section 501(a) of the
Internal Revenue Code as of the financial statement date. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
D. INVESTMENTS
Participants may direct their contributions into any of the following
investment options:
Guaranteed Interest Fund - This fund provides a fixed rate of return.
Balance Fund - This fund invests both in equity and debt securities.
Growth Fund - This fund invests in equity securities of U.S. companies
with high growth potential.
5
<PAGE> 8
International Equity Fund - This fund invests in equity securities of
growth oriented companies outside the U.S.
Value Fund - This fund invests in equity securities, generally in large,
well established companies.
Aggressive Growth Fund - This fund invests in equity securities of small
and medium sized U.S. companies.
The Buckle Stock Fund - This fund invests in the common stock of The
Buckle, Inc.
The following table presents the fair value of investments at January 31,
1997 and 1996. Investments that represent 5 percent or more of the Plan's
net assets are separately identified.
<TABLE>
<CAPTION>
1997 1996
----------------------- ----------------------
NUMBER NUMBER
INVESTMENTS AT FAIR VALUE AS OF SHARES FAIR OF SHARES FAIR
DETERMINED BY QUOTED MARKET PRICE: OR RATE VALUE OR RATE VALUE
<S> <C> <C> <C> <C>
GUARANTEED INTEREST FUND:
Fixed Income Fund:
First Capital Life Insurance
Company - $ 428,355 - $ 375,319
Hartford Life Insurance - 307,623 - 251,942
United of Omaha - Guaranteed
Interest - 932,847 - 709,879
Integrity Life Insurance Company - - - 467,699
VALUE FUND:
The American Funds Group:
Fundamental Investors Fund 10 62,414 1,608,745 54,666 1,262,473
BALANCE FUND:
The American Funds Group:
The Income Fund of America 31,759 529,489 25,162 412,530
GROWTH FUND:
Fidelity Advisor Equity Growth Fund:
Growth Equity Fund Class T 42,964 1,925,735 38,236 1,458,910
THE BUCKLE STOCK FUND:
The Buckle, Inc. 31,861 896,834 33,046 633,608
Reserve deposit account - 3,480 - 5,497
INTERNATIONAL EQUITY FUND:
The American Funds Group:
Europacific Growth Fund 52,713 1,396,156 32,789 797,219
AGGRESSIVE GROWTH FUND:
The AIM Family of Funds:
AIM Constellation Fund 51,427 1,312,607 41,164 947,074
LOAN FUND - 223,371 - 143,763
---------- ----------
$9,565,242 $7,465,913
========== ==========
</TABLE>
6
<PAGE> 9
During 1997 and 1996, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $946,879 and
$1,415,855, respectively, as follows:
<TABLE>
<CAPTION>
YEARS ENDED
JANUARY 31,
Net Change in Fair Value -------------------------------
1997 1996
<S> <C> <C>
Investments at Fair Value as Determined by
Quoted Market Price:
Value Fund $152,577 $ 330,638
Balance Fund 8,614 43,400
Growth Fund 261,337 331,373
The Buckle Stock Fund 298,603 651,671
International Equity Fund 111,990 35,855
Aggressive Growth Fund 113,758 22,918
-------- ----------
Net change in fair value $946,879 $1,415,855
======== ==========
</TABLE>
E. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan at any time, to terminate the Plan subject to the provisions
of ERISA. In the event of Plan termination, participants all become 100%
vested in their accounts. The Company may direct the Trustee either to
distribute the Plan's assets to the participants, or to continue the Trust
and distribute benefits as though the Plan had not been terminated.
7
<PAGE> 10
F. FUND INFORMATION
Investment income, employee contributions, employer contributions and benefits
paid to participants by fund are as follows:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
1997 1996
<S> <C> <C>
Investment Income:
Guaranteed Interest Fund $ 102,033 $ 98,447
Growth Fund 319,169 331,373
The Buckle Stock Fund 298,961 651,671
International Equity Fund 175,202 35,855
Value Fund 277,202 330,638
Balance Fund 58,796 43,400
Aggressive Growth Fund 157,618 22,918
Loan Fund 17,517 5,121
---------- -------------
$1,406,498 $1,519,423
========== =============
Employee Contributions:
Guaranteed Interest Fund $ 86,277 $ 45,288
Growth Fund 163,331 94,796
The Buckle Stock Fund 103,218 56,165
International Equity Fund 129,365 75,764
Value Fund 125,583 71,937
Balance Fund 53,543 32,384
Aggressive Growth Fund 164,409 89,454
---------- -------------
$ 825,726 $ 465,788
========== =============
Employer Contributions:
Guaranteed Interest Fund $ 66,034 $ 54,996
Growth Fund 121,989 108,556
The Buckle Stock Fund 77,567 62,215
International Equity Fund 100,104 85,306
Value Fund 90,378 80,083
Balance Fund 40,712 32,632
Aggressive Growth Fund 120,385 101,794
---------- -------------
$ 617,169 $ 525,582
========== =============
Benefits Paid to Participants:
Guaranteed Interest Fund $ (159,541) $ (163,053)
Growth Fund (123,434) (55,445)
The Buckle Stock Fund (52,870) (48,390)
International Equity Fund (73,528) (18,662)
Value Fund (124,674) (64,547)
Balance Fund (25,763) (6,317)
Aggressive Growth Fund (54,824) (20,851)
Loan Fund (11,568) -
---------- -------------
$ (626,202) $ (377,265)
========== =============
</TABLE>
8
<PAGE> 11
G. GUARANTEED INTEREST ACCOUNT
The Plan has entered into various benefit responsive guaranteed interest
contracts issued by insurance companies. These contracts are included in
the financial statements at contract value, which approximates fair value.
The crediting interest rate and yield at January 31, 1997 and 1996 ranged
from 6% to 8%, respectively.
H. RELATED PARTY TRANSACTIONS
Plan investments include The Buckle Stock Fund which is invested primarily
in the stock of The Buckle, Inc., the plan sponsor and, therefore, these
investments and actual transactions qualify as party-in-interest.
9
<PAGE> 12
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
JANUARY 31, 1997
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
DESCRIPTION OF INVESTMENT,
INCLUDING COLLATERAL, RATE
IDENTITY OF ISSUE, BORROWER, OF INTEREST, MATURITY DATE, CURRENT
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
<S> <C> <C> <C>
GUARANTEED INTEREST FUND:
Fixed Income Fund:
First Capital Life Insurance Company 6 % $ 428,355 $ 428,355
Hartford Life Insurance 8 % 307,623 307,623
United of Omaha 6.23 % 932,847 932,847
VALUE FUND:
The American Funds Group:
Fundamental Investors 62,414 1,400,881 1,608,745
BALANCED FUND:
The American Funds Group:
The Income Fund of America 31,759 512,712 529,489
GROWTH FUND:
Fidelity Advisor Equity Growth Fund
Class T 42,964 1,708,333 1,925,735
THE BUCKLE STOCK FUND:
Reserve Deposit Account: - 3,480 3,480
*The Buckle, Inc. 31,861 674,525 896,834
INTERNATIONAL EQUITY FUNDS:
The American Funds Group:
Europacific Growth Fund 52,713 993,731 1,396,156
AGGRESSIVE GROWTH FUND:
The AIM Family of Funds:
AIM Constellation Fund 51,427 1,254,818 1,312,607
LOAN FUND Rates of 9.25% to 9.75% - 223,371
---------- ----------
Total Investments $8,217,305 $9,565,242
========== ==========
</TABLE>
* Party-In-Interest
10
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THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27d - REPORTABLE TRANSACTIONS
YEAR ENDED JANUARY 31, 1997
- -------------------------------------------------------------------------------
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G
TOTAL TOTAL
DOLLAR DOLLAR
NUMBER OF NUMBER OF VALUE OF VALUE NET GAIN
DESCRIPTION OF ASSET PURCHASES SALES PURCHASES OF SALES OR (LOSS)
<S> <C> <C> <C> <C> <C>
The American Funds Group:
Fundamental Investors 44 22 $ 251,278 $ 231,477 $-
Europacific Growth Fund 46 16 692,149 83,836 -
Fiedelity Advisor Equity Growth Fund:
Class T 33 16 297,228 164,342 -
*The Buckle, Inc. 10 16 211,205 251,179 -
United of Omaha:
Guaranteed Interest 102 320 2,437,352 2,385,299 -
* Party-in-Interest.
</TABLE>
11
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EXHIBIT A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-48402, No. 33-07227 and No. 33-4104 on Form S-8 of our report dated July
25, 1997, appearing in this Annual Report on Form 11-K of The Buckle, Inc.
Cash or Deferred Profit Sharing Plan for the year ended January 31, 1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 25, 1997
