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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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
A.Fulltitle 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
-------------------------- -------------------------------------------
Dennis H. Nelson
President and Chief Executive Officer
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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 of Contents
(a) Financial Statements Pages
--- -------------------- -----
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits
January 31, 2000 and 1999 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended January 31, 2000 and 1999 3
Notes to Financial Statements 4-8
(b) Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year 9
(c) Exhibits
Exhibit A - Independent Auditors' Consent 10
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
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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, 2000 and 1999, 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of January 31,
2000 and 1999, and the changes in 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 listed in the
Table of Contents 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 Disclosures under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
supplemental schedule has been subjected to the auditing procedures applied in
our audit of the basic 2000 financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 24, 2000
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THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JANUARY 31, 2000 AND 1999
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2000 1999
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ASSETS:
Cash and cash equivalents $ 129,650 $ 31,101
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Investments (Notes B and D):
Mutual funds 14,387,796 11,539,378
Common stock 2,054,802 3,023,019
Guaranteed investment contracts (Note F) 2,233,369 2,014,256
Participant loans 529,418 372,866
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Total investments 19,205,385 16,949,519
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Receivables:
Employer contributions receivable 571,237 989,531
Employee contributions receivable 49,893 71,456
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Total receivables 621,130 1,060,987
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Total assets 19,956,165 18,041,607
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LIABILITIES:
Accrued expenses (10,777) (11,804)
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Net assets available for benefits $ 19,945,388 $ 18,029,803
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The accompanying notes are an integral part of these financial statements.
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THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JANUARY 31, 2000 AND 1999
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<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net (depreciation) appreciation in fair value of investments (Note D) $ (500,895) $ 2,186,133
Interest and dividends 948,825 537,829
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447,930 2,723,962
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Contributions:
Employees 1,498,904 1,225,764
Employer 571,237 989,531
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2,070,141 2,215,295
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Total Additions 2,518,071 4,939,257
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 565,244 1,224,544
Administrative expense 37,242 14,985
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Total Deductions 602,486 1,239,529
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NET INCREASE 1,915,585 3,699,728
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 18,029,803 14,330,075
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End of year $ 19,945,388 $ 18,029,803
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
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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). During fiscal year 1999, the Plan
appointed The Chicago Trust Company as the Plan trustee and recordkeeper.
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 $571,237 and $989,531 during the
years ended January 31, 2000 and 1999, 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.
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%
PARTICIPANT LOANS - Participants may borrow from their individual
contribution accounts subject to maximum limitations as defined in the
Plan. Loan terms range from one to five years or up to thirty years for
the purchase of a primary residence. The loans are secured by the vested
balance in the participant's account and bear interest at a rate based on
the published prime rate plus 1%. Interest rates range from 8.75% to
9.75%. Principal and interest are paid ratably through monthly payroll
deductions.
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
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the form of an annuity.
FORFEITED ACCOUNTS - Forfeitures of terminated participants' nonvested
accounts allocated to the individual accounts of participants remaining in
the Plan during the years ended January 31, 2000 and 1999, were $121,549
and $30,035, respectively.
b. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accounts of the Plan have been prepared in
accordance with accounting principles generally accepted in the United
States of America. 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. Contract value
represents contributions made under the contract, plus earnings, less Plan
withdrawals and administrative expenses. Management of the Plan believes
that contract value approximates fair value for the guaranteed investment
contracts. The mutual funds, including the Company stock fund, are
recorded at quoted market value of stocks comprising them. Money market
accounts are recorded at the cash equivalent amount which approximates
fair value. Participant loans are valued at cost plus accrued interest
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.
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 revenues and expenses during the reporting
period. Actual results could differ from those estimates.
EXPENSES - Administrative expenses are paid by either the employer or the
Plan, in accordance with the terms of the Plan Services Agreement.
c. TAX STATUS
The Plan obtained its latest 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 Plan administrator believes that the Plan is
currently designed and is being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, they believe that
the Plan was qualified and the related trust was tax exempt 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:
Stable Value Fund - The Chicago Trust Company Stable Principal Value
Investment, United of Omaha Guaranteed Interest, and Hartford Life
Insurance: This fund is comprised of guaranteed investment and interest
contracts which provide a fixed rate of return.
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Balanced Fund - The American Funds Group Income Fund of America: This
fund invests in both equity and debt securities.
Growth Fund - Montag & Caldwell Growth N: This fund invests in common
stocks, preferred stocks and convertible bonds of companies.
International Equity Fund - The American Funds Group EuroPacific Growth
Fund: This fund invests in equity securities of growth oriented
companies outside of the U.S.
Growth and Income Fund - Washington Mutual Investors Fund: This fund
invests in equity securities, generally in large, well established
companies and is also referred to as the Growth and Income Fund.
Aggressive Growth Fund - SsgA Small Cap Fund: This fund invests in
equity securities of small and medium sized U.S. companies.
The Buckle Stock Fund - The Buckle Inc.: This fund invests in the common
stock of The Buckle, Inc. Within The Buckle Stock Fund, there is a
reserve depository account, which is held for liquidity purposes.
Approximately 1% to 5% of the total value of The Buckle Stock Fund is
held in this reserve depository account in order to have cash available
for potential distributions.
Index Fund - Vanguard Group Institutional Index Fund: This fund invests
in large established companies.
Global Fund - Janus Group Worldwide Fund: This fund invests in common
stock of foreign and U.S. companies.
The following table presents the fair value of Plan investments which
exceed 5% of net assets available for benefits as of January 31, 2000 and
1999.
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<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
INVESTMENTS AT CONTRACT VALUE:
Stable Value Fund:
The Chicago Trust Company Stable Principal Value
Investment $1,273,597 $ 886,142
United of Omaha Guaranteed Interest n/a 769,454
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE:
Growth and Income Fund:
Washington Mutual Investors Fund 2,633,907 2,591,529
Balanced Fund:
The American Funds Group Income Fund of America n/a 723,213
Growth Fund:
Montag & Caldwell Growth N Fund 4,404,070 3,817,404
The Buckle Stock Fund:
The Buckle, Inc. 2,054,802 3,023,019
International Equity Fund:
The American Funds Group - Europacific Growth Fund 3,651,281 2,330,059
Aggressive Growth Fund:
SsgA Small Cap Fund 2,257,029 2,021,627
</TABLE>
During the years ended January 31, 2000 and 1999, the Plan's investments
(including investments bought, sold, and held during the year)
(depreciated) appreciated in value by $(500,895) and $2,186,133,
respectively, as follows:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
--------------------------
2000 1999
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<S> <C> <C>
Net Change in Fair Value
Investments at Fair Value as Determined by Quoted Market Price:
Mutual Funds $ 857,803 $ 1,704,702
Common stock (1,358,698) 481,431
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Net change in fair value $ (500,895) $ 2,186,133
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</TABLE>
e. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan, to terminate the Plan at any time 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.
f. GUARANTEED INVESTMENT AND INTEREST CONTRACTS
The Plan has entered into various benefit responsive guaranteed investment
and interest contracts issued by insurance companies. These contracts are
included in the financial statements at contract value, which
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approximates fair value. The crediting interest rate and yield at
January 31, 2000 ranged from 5.6% to 8.0% and at January 31, 1999
ranged from 5.4% to 8.0%.
g. 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.
Certain guaranteed investment and interest contracts included in the
stable value fund are managed by The Chicago Trust Company. The Chicago
Trust Company has been the trustee and recordkeeper as defined by the Plan
during the year ended January 31, 2000 and, therefore, these investments
and actual transactions qualify as party-in-interest.
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THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
FORM 5500 SCHEDULE H PART IV LINE 4(I) -
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
JANUARY 31, 2000
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<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C
DESCRIPTION OF INVESTMENT,
INCLUDING COLLATERAL, RATE
IDENTITY OF ISSUE, BORROWER, OF INTEREST, MATURITY DATE, CURRENT
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE VALUE
---------------------------- ---------------------------- -----------
<S> <C> <C>
STABLE VALUE FUND:
*The Chicago Trust Company Stable Principal Value Investment Rates of 5.25% ot 8.12% $ 1,273,597
Hartford Life Insurance 8.00 % 386,402
United of Omaha Guaranteed Interest 5.61 % 573,370
GROWTH AND INCOME FUND:
Washington Mutual Investors Fund 93,236 2,633,907
BALANCED FUND:
The American Funds Group:
Income Fund of America 51,136 782,378
GROWTH FUND:
Montag & Caldwell Growth N Fund 134,558 4,404,070
THE BUCKLE STOCK FUND:
*The Buckle, Inc. 139,201 2,054,802
INTERNATIONAL EQUITY FUNDS:
The American Funds Group:
Europacific Growth Fund 88,645 3,651,281
AGGRESSIVE GROWTH FUND:
SsgA Small Cap Fund 120,375 2,257,029
INDEX FUND:
Vanguard Group:
Institutional Index Fund 2,440 310,625
GLOBAL FUND:
Janus Group:
Worldwide Fund 4,619 348,506
PARTICIPANT LOAN Rates of 8.75% to 9.75 529,418
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Total Investments $19,205,385
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</TABLE>
* Party-In-Interest.
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