UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
(Amendment No. 1)
(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, 2004
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:
BUCKLE 401(k) 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.
BUCKLE 401(k) PLAN
Date: December 7, 2004 By: /s/ GREG ANDERSON
--------------------- -----------------------------------
Wells Fargo Bank, N.A., Trustee
By Greg Anderson
Vice President and Trust Officer
REQUIRED INFORMATION
Plan financial statements and schedules are prepared in accordance with the
financial reporting requirements of ERISA (Employee Retirement Income Income
Security Act of 1974) and are included herein as listed in the table of contents
below.
TABLE OF CONTENTS
(a) Financial Statements Pages
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Benefits
January 31, 2004 and 2003 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended January 31, 2004 and 2003 3
Notes to Financial Statements 4-7
(b) Supplemental Schedule
Form 5500 Schedule H Part IV Line 4(i) -
Schedule of Assets Held for Investment Purposes at
End of Year 8
(c) Exhibits
Exhibit A - Consent of Independent Registered Public
Accounting Firm 9
Exhibits 31.1 and 31.2 10-11
Explanatory Note:
This Form 11-K/A amends and restates the Annual Report on Form 11-K filed on
July 30, 2004, to include the signature of the trustee of the plan. Management's
Section 906 certifications as well as the consent of the independent registered
public accounting firm are currently dated in Form 11-K/A. There were no other
changes to the previously filed financial statements of the Buckle 401(k) Plan
as of and for the years ended January 31, 2004 and 2003.
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Buckle 401(k) Plan
Kearney, Nebraska
We have audited the accompanying statements of net assets available for benefits
of the Buckle 401(k) Plan (the "Plan") as of January 31, 2004 and 2003, 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 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of January 31,
2004 and 2003, 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 supplemental 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 2003 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 28, 2004
BUCKLE 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JANUARY 31, 2004 AND 2003
--------------------------------------------------------------------------------
2004 2003
----------- -----------
ASSETS:
Cash and cash equivalents $ - $ 18,528
----------- -----------
Investments (Note D) 22,488,665 16,516,219
----------- -----------
Receivables:
Employees' contributions 58,994 -
Employer's contribution 566,758 595,237
----------- -----------
Total receivables 625,752 595,237
----------- -----------
Total assets 23,114,417 17,129,984
----------- -----------
LIABILITIES:
Contributions refund payable 15,342 -
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $23,099,075 $17,129,984
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
BUCKLE 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JANUARY 31, 2004 AND 2003
--------------------------------------------------------------------------------
2004 2003
----------- -----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (loss):
Net appreciation (depreciation) in fair value
of investments (Note D) $ 4,893,115 $(3,106,671)
Interest and dividends 329,381 225,172
----------- -----------
5,222,496 (2,881,499)
----------- -----------
Contributions:
Employees 1,556,765 1,581,779
Employer 563,553 595,237
----------- -----------
2,120,318 2,177,016
----------- -----------
Total 7,342,814 (704,483)
----------- -----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,336,361 1,016,687
Administrative expenses 37,362 37,818
----------- -----------
Total 1,373,723 1,054,505
----------- -----------
NET INCREASE (DECREASE) 5,969,091 (1,758,988)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 17,129,984 18,888,972
----------- -----------
End of year $23,099,075 $17,129,984
============ ===========
The accompanying notes are an integral part of these financial statements.
3
BUCKLE 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2004 AND 2003
--------------------------------------------------------------------------------
A. DESCRIPTION OF THE PLAN
The following description of the Buckle 401(k) 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"), as amended. It was
established February 1, 1986 and last amended November 17, 2003. The Plan
administrator is The Buckle, Inc. (the "Company"). Wells Fargo Financial
serves as the Plan trustee and recordkeeper in fiscal 2003. ABN-AMRO Asset
Management served as the Plan trustee and recordkeeper in fiscal 2002.
CONTRIBUTIONS - Participants may contribute from 2% to 12% of their
salary, as defined, through February 1, 2003. Subsequent to February 1,
2003, participants may contribute from 2% to 50% of their salary, as
defined. The Company may contribute to the Plan at its discretion. The
Company contributions to the Plan were $563,553 and $595,237 during the
years ended January 31, 2004 and 2003, respectively. Participants direct
the investment of all contributions into various investment options by the
Plan. Contributions are subject to certain Internal Revenue Code
limitations.
PARTICIPANT ACCOUNTS - Individual accounts are maintained for each plan
participant. Each participant's account is credited with the participant's
contribution and an allocation of (a) the Company's discretionary
contribution, (b) Plan earnings (losses), and (c) forfeiture of terminated
participants' nonvested accounts and charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined in the Plan. This includes a $30 annual
charge to each participant's vested balance for administrative expenses
which is withheld in the amount of $7.50 per quarter from participants'
earnings. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
VESTING - Participants are immediately vested in their voluntary
contributions plus actual earnings (losses) 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%
Years of service for vesting purposes requires working 1,000 hours or more
during the Plan year.
4
PARTICIPANT LOANS - Participants may borrow from their individual
contribution accounts a minimum of $1,000 up to a maximum equal to the
lessor of $50,000 or 50% of their vested account balance. 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%. At January 31, 2004, interest rates range from 5.25%
to 10.5%. Principal and interest are paid ratably through bi-weekly
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
vested account, annual installments over a five-year period, or payment in
the form of an annuity.
FORFEITED ACCOUNTS - Forfeitures of terminated participants' nonvested
accounts are allocated to the individual accounts of participants
remaining in the Plan, and were $46,046 and $63,461, respectively, during
the years ended January 31, 2004 and 2003.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
under the accrual method of accounting. 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.
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 net assets available for benefits and changes
therein and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates. The Plan utilizes various
investment instruments. 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 statement of net
assets available for benefits.
VALUATION OF INVESTMENTS AND INCOME RECOGNITION - The mutual funds,
including the Company stock fund, are recorded at quoted market value of
stocks comprising them. The collective trust fund is stated at estimated
fair value based on the redemption value of the underlying funds as
determined by the trustee. 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.
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.
EXPENSES - Administrative expenses are paid by either the Company or the
Plan, in accordance with the terms of the Plan Services Agreement.
PAYMENT OF BENEFITS - Benefit payments to participants are recorded upon
distribution.
5
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. Although the Plan has been amended since receiving
the determination letter, 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
The following table presents the fair value of Plan investments which
exceed 5% of net assets available for benefits as of January 31, 2004 and
2003.
2004 2003
INVESTMENTS AT ESTIMATED FAIR VALUE:
Stable Value Fund - The ANB-AMRO Income Plus Fund $ - $2,700,227
Stable Value Fund - Wells Fargo Collective Stable Return Fund 2,785,672 -
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE:
Growth and Income Fund:
Washington Mutual Investors Fund - 2,615,279
Growth Fund:
Montag Caldwell Growth N Fund - 2,567,214
Balanced Fund:
The America Funds Group - The Income Fund of America 1,640,232 1,115,522
The Buckle Stock Fund:
The Buckle, Inc. 3,482,005 2,319,247
International Equity Fund:
The American Funds Group - Europacific Growth Fund - 2,016,491
Emerging Growth Fund:
Van Kampen Emerging Growth - 1,221,928
Large Value Fund:
Van Kampen Comstock 3,637,424 -
Large Blend Fund:
Federated Capital Appreciation 3,446,485 -
Large Growth Fund:
Wells Fargo Large Company Growth 1,778,000 -
Foreign Large Value Fund:
Franklin Templeton Foreign 2,560,150 -
Participant loans 887,146 901,654
6
During the years ended January 31, 2004 and 2003, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value by $4,893,115 and ($3,106,671), respectively, as
follows:
YEARS ENDED JANUARY 31,
------------------------------
2004 2003
---------- ------------
Net Change in Fair Value
Investments at Fair Value as Determined by Quoted
MARKET PRICE:
Common stock $1,183,458 $ (483,747)
Mutual Funds 3,592,990 (2,752,217)
INVESTMENTS AT ESTIMATED FAIR VALUE:
Collective trust fund 116,667 129,293
---------- ------------
Net change in fair value $4,893,115 $(3,106,671)
========== ============
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 will
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. 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
Plan investments are managed by Wells Fargo Financial. Wells Fargo
Financial is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest.
7
BUCKLE 401(K) 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, 2004
--------------------------------------------------------------------------------
COLUMN B COLUMN C 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 VALUE
THE BUCKLE, INC.:
*The Buckle Stock Fund 135,223 shares $ 3,482,005
BALANCED FUND:
The American Funds Group - The Income Fund of America 94,866 shares 1,640,232
FIXED INCOME FUND:
Wells Fargo Intermediate Government Income Fund 6,997 shares 78,719
Goldman Sachs Core Fixed Income 17,255 shares 175,139
LARGE VALUE FUND:
Van Kampen Comstock 222,472 shares 3,637,424
LARGE BLEND FUND:
*Wells Fargo Index 14,703 shares 667,810
Federated Capital Appreciation 142,830 shares 3,446,485
LARGE GROWTH FUND:
*Wells Fargo Large Company Growth 38,855 shares 1,778,000
SMALL VALUE FUND:
*Wells Fargo Small Company Value 17,981 shares 233,399
MID-CAP GROWTH FUND:
Lord Abbett Growth Opportunities 11,726 shares 219,385
FOREIGN LARGE VALUE FUND:
Franklin Templeton Foreign 234,876 shares 2,560,150
WORLD STOCK FUND:
Oppenheimer Global 15,658 shares 827,213
STABLE VALUE FUND:
*Wells Fargo Collective Stable Return Fund 78,986 shares 2,785,672
TARGETED MATURITY FUND:
*Wells Fargo Outlook Today 4,018 shares 41,068
*Wells Fargo Outlook 2010 990 shares 12,057
*Wells Fargo Outlook 2020 163 shares 2,105
*Wells Fargo Outlook 2030 479 shares 6,436
*Wells Fargo Outlook 2040 572 shares 8,220
Maturing from March 2004 to
June 2019, interest rates of
*PARTICIPANT LOANS 5.25% to 10.5% 887,146
------------
$ 22,488,665
============
* Party-In-Interest.
8
EXHIBIT A
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No.
333-82448, No. 333-70633, No. 333-70641 and No. 33-70643 of The Buckle, Inc. on
Forms S-8 of our report dated July 28, 2004, appearing in this Annual Report on
Form 11-K/A of the Buckle 401(k) Plan for the year ended January 31, 2004.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
December 3, 2004
9