<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, 1998
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: DENNIS H. NELSON
----------------- ------------------------------
Dennis H. Nelson
President and Chief Executive Officer
<PAGE> 2
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, 1998 and 1997 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended January 31, 1998 and 1997 3
Notes to Financial Statements 4-9
(b) Supplemental Schedules
---------------------------
Item 27a - Schedule of Assets Held for
Investment Purposes - January 31, 1998 10
Item 27b - Schedule of Loans or Fixed Income
Obligations - January 31, 1998 11
Item 27d - Schedule of Reportable Transactions -
For the Year Ended January 31, 1998 12
(c) Exhibits
-------------
Exhibit A - Independent Auditors' Consent 13
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
<PAGE> 3
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, 1998 and 1997, 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, 1998 and 1997, 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 1998 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.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 28, 1998
<PAGE> 4
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JANUARY 31, 1998 AND 1997
___________________________________________________________________________________________________________
1998 1997
<S> <C> <C>
ASSETS:
Investments at fair value (Note D) $13,460,010 $9,565,242
Receivables:
Employer contributions receivable 820,215 617,169
Employee contributions receivable 49,850 31,967
------------------- --------------------
870,065 649,136
------------------- --------------------
Net assets available for benefits $14,330,075 $10,214,378
=================== ====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JANUARY 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (Note F):
Net appreciation in fair value of investments (Note D) $ 1,741,735 $ 946,879
Interest and dividends 1,027,304 459,619
-------------- -------------
2,769,039 1,406,498
-------------- -------------
Contributions (Note F):
Employees 1,015,120 825,726
Employer 773,388 617,169
--------------- -------------
1,788,508 1,442,895
--------------- -------------
Total Additions 4,557,547 2,849,393
--------------- -------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants (Note F) 436,400 626,202
Administrative expense 5,450 26,384
--------------- -------------
Total Deductions 441,850 652,586
--------------- -------------
NET INCREASE 4,115,697 2,196,807
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 10,214,378 8,017,571
--------------- -------------
End of year $14,330,075 $10,214,378
=============== =============
</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, 1998 AND 1997
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), the trustee for the Plan is Grand Island
Trust Company, and the recordkeeper 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 $773,388 and $617,169 during the years ended
January 31, 1998 and 1997, 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. Participant loans are valued at cost which approximates fair value.
The net appreciation 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 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.
4
<PAGE> 7
BENEFITS PAYABLE - Distributions to participants are recorded in the year
paid. At January 31, 1998 and 1997, benefits due and unpaid to retired and
terminated participants were $62,188 and $1,925, 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%
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 9.25% to 9.5%.
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 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 1997
financial statements to conform with classifications used in the 1998
financial statements.
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 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:
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.
International Equity Fund - This fund invests in equity securities of
growth oriented companies outside the U.S.
5
<PAGE> 8
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,
1998 and 1997. Investments that represent 5 percent or more of the Plan's
net assets are separately identified.
<TABLE>
<CAPTION>
1998 1997
________________________________ _______________________________
INVESTMENTS AT FAIR VALUE AS NUMBER NUMBER
DETERMINED BY ACCUMULATED OF SHARES FAIR OF SHARES FAIR
VALUE OF CONTRACT: OR RATE VALUE OR RATE VALUE
<S> <C> <C> <C> <C>
GUARANTEED INTEREST FUND:
Fixed Income Fund:
First Capital Life Insurance
Company - $ - 6 % $ 428,355
Hartford Life Insurance 8 % 332,163 8 % 307,623
United of Omaha - Guaranteed
Interest 5.45 % 1,504,469 6.1 % 932,847
INVESTMENTS AT FAIR VALUE AS
DETERMINED BY QUOTED MARKET PRICE:
VALUE FUND:
The American Funds Group:
Fundamental Investors Fund 10 76,614 2,137,867 62,414 1,608,745
BALANCE FUND:
The American Funds Group:
The Income Fund of America 38,319 684,763 31,759 529,489
GROWTH FUND:
Fidelity Advisor Equity Growth
Fund:
Growth Equity Fund Class T 54,867 2,562,652 42,964 1,925,735
THE BUCKLE STOCK FUND:
The Buckle, Inc. 72,002 2,424,209 31,861 896,834
Reserve deposit account - 4,903 - 3,480
INTERNATIONAL EQUITY FUND:
The American Funds Group:
Europacific Growth Fund 64,996 1,744,584 52,713 1,396,156
AGGRESSIVE GROWTH FUND:
The AIM Family of Funds:
AIM Constellation Fund 66,613 1,742,124 51,427 1,312,607
LOAN FUND - 322,276 - 223,371
------------------ ----------------
$13,460,010 $9,565,242
================== ================
</TABLE>
6
<PAGE> 9
During 1998 and 1997, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $1,741,735 and
$946,879, respectively, as follows:
<TABLE>
<CAPTION>
YEARS ENDED
JANUARY 31,
_________________________________
NET CHANGE IN FAIR VALUE 1998 1997
<S> <C> <C>
Investments at Fair Value as Determined by Quoted Market Price:
Value Fund $ 153,287 $152,577
Balance Fund 41,253 8,614
Growth Fund 102,466 261,337
The Buckle Stock Fund 1,381,175 298,603
International Equity Fund 22,934 111,990
Aggressive Growth Fund 40,620 113,758
---------------- ------------
Net change in fair value $1,741,735 $946,879
================ ============
</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.
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,
__________________________________
1998 1997
<S> <C> <C>
Investment Income:
Guaranteed Interest Fund $ 116,573 $ 102,033
Growth Fund 394,816 319,169
The Buckle Stock Fund 1,381,644 298,961
International Equity Fund 165,575 175,202
Value Fund 395,249 277,202
Balance Fund 122,178 58,796
Aggressive Growth Fund 165,793 157,618
Loan Fund 27,211 17,517
------------ ------------
$2,769,039 $1,406,498
============ ============
Employee Contributions:
Guaranteed Interest Fund $ 99,623 $ 86,277
Growth Fund 198,759 163,331
The Buckle Stock Fund 139,214 103,218
International Equity Fund 163,068 129,365
Value Fund 141,189 125,583
Balance Fund 62,597 53,543
Aggressive Growth Fund 210,670 164,409
------------ ------------
$1,015,120 $ 825,726
============ ============
Employer Contributions:
Guaranteed Interest Fund $ 76,276 $ 66,034
Growth Fund 150,714 121,989
The Buckle Stock Fund 110,095 77,567
International Equity Fund 126,929 100,104
Value Fund 104,038 90,378
Balance Fund 44,411 40,712
Aggressive Growth Fund 160,925 120,385
------------ ------------
$ 773,388 $ 617,169
============ ============
Benefits Paid to Participants:
Guaranteed Interest Fund $ 45,634 $ 159,541
Growth Fund 57,982 123,434
The Buckle Stock Fund 64,504 52,870
International Equity Fund 92,794 73,528
Value Fund 70,512 124,674
Balance Fund 5,785 25,763
Aggressive Growth Fund 75,044 54,824
Loan Fund 24,145 11,568
------------ ------------
$ 436,400 $ 626,202
============ ============
</TABLE>
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, 1998 ranged from 5.45%
to 8% and at January 31, 1997 ranged from 6% to 8%.
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.
8
<PAGE> 11
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
JANUARY 31, 1998
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:
Hartford Life Insurance 8 % 332,163 332,163
*United of Omaha 5.45 % 1,504,469 1,504,469
VALUE FUND:
The American Funds Group:
Fundamental Investors 76,614 1,817,558 2,137,867
BALANCED FUND:
The American Funds Group:
The Income Fund of America 38,319 694,860 684,763
GROWTH FUND:
Fidelity Advisor Equity Growth Fund
Class T 54,867 2,292,174 2,562,652
THE BUCKLE STOCK FUND:
Reserve Deposit Account: - 4,903 4,903
*The Buckle, Inc. 72,002 859,799 2,424,209
INTERNATIONAL EQUITY FUNDS:
The American Funds Group:
Europacific Growth Fund 64,996 1,333,575 1,744,584
AGGRESSIVE GROWTH FUND:
The AIM Family of Funds:
AIM Constellation Fund 66,613 1,676,542 1,742,124
*LOAN FUND Rates of 9.25% to 9.50% - 322,276
------------- -------------
Total Investments $10,516,043 $13,460,010
============= =============
* Party-In-Interest
</TABLE>
9
<PAGE> 12
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULES
ITEM 27B - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
JANUARY 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
AMOUNT RECEIVED
DURING REPORTING (F)
(C) YEAR UNPAID (G) AMOUNT OVERDUE
(A) (B) ORIGINAL (D) (E) BALANCE DESCRIPTION (H) (I)
IDENTITY AND AMOUNT ----------------------- AT END OF ---------------------
ADDRESS OF OBLIGER OF LOAN PRINCIPAL INTEREST OF YEAR LOAN PRINCIPAL INTEREST
<S> <C> <C> <C> <C> <C> <C> <C>
*Peter Pitchford $12,110 $ - $ - $12,110 9.5 % $12,110 $-
*Michelle Raterman $ 1,568 $ 515 $ 58 $ 797 9.25 % $ 797 $-
* Party-in-interest.
</TABLE>
10
<PAGE> 13
THE BUCKLE, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27D - REPORTABLE TRANSACTIONS
YEAR ENDED JANUARY 31, 1998
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________________
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
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 Buckle, Inc. 18 19 $ 336,693 $ 186,589 $ -
*United of Omaha:
Guaranteed Interest 81 256 $2,339,747 $2,282,023 $ -
* Party-in-Interest.
</TABLE>
11
<PAGE> 14
EXHIBIT A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-48402, No. 33-07227 and No. 33-4104 of The Buckle, Inc. on Forms S-8 of
our report dated May 28, 1998, 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, 1998.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 17, 1998
