<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended OCTOBER 31, 1998
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____________ to ____________
Commission File Number: 000-20132
THE BUCKLE, INC.
(Exact name of Registrant as specified in its charter)
NEBRASKA 47-0366193
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2407 WEST 24TH STREET, KEARNEY, NEBRASKA 68847
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (308) 236-8491
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
The number of shares issued of the Registrant's Common Stock, outstanding as of
November 30, 1998 was 21,965,266 shares of Common Stock.
<PAGE> 2
THE BUCKLE, INC.
FORM 10-Q
INDEX
Pages
Part 1. Financial Information (unaudited)
Balance Sheets - October 31, 1998 and
January 31, 1998 3
Statements of Income - thirteen and thirty-nine weeks
ended October 31, 1998 and November 1, 1997 4
Statements of Cash Flows - thirty-nine weeks ended
October 31, 1998 and November 1, 1997 5
Notes to financial statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part 2. Other Information 13
Signatures 15
2
<PAGE> 3
THE BUCKLE, INC.
BALANCE SHEETS
(columnar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS October 31, January 31,
CURRENT ASSETS: 1998 1998
------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 48,909 $ 53,593
Short-term investments 23,729 14,013
Accounts receivable, net of allowance
of $488,105 and $490,567, respectively 4,185 2,149
Inventory 53,944 42,339
Prepaid expenses and other assets 2,877 2,370
------------- ------------
133,644 114,464
Total current assets
PROPERTY AND EQUIPMENT: 71,537 59,100
Less accumulated depreciation 33,635 29,688
------------- ------------
37,902 29,412
OTHER ASSETS 957 961
------------- ------------
$ 172,503 $ 144,837
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 20,934 $ 17,248
Accrued employee compensation 15,039 14,519
Accrued store operating expenses 3,453 2,407
Gift certificates redeemable 1,057 1,357
Income taxes payable 1,473 1,048
------------- ------------
41,956 36,579
Total current liabilities
DEFERRED INCOME TAXES 377 377
STOCKHOLDERS' EQUITY:
Common stock, authorized 100,000,000 shares
of $.01 par value; issued 21,958,366 and
21,659,604 shares, respectively 220 217
Additional paid-in capital 33,922 33,709
Retained earnings 97,149 75,505
Unearned compensation - restricted stock (1,121) (1,550)
------------ -----------
Total stockholders' equity 130,170 107,881
------------ -----------
$ 172,503 $ 144,837
============ ===========
</TABLE>
See notes to financial statements.
3
<PAGE> 4
THE BUCKLE, INC.
STATEMENTS OF INCOME
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
---------------------- -----------------------
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
-------- ------- -------- ---------
<S> <C> <C> <C> <C>
SALES, net of returns and allowances $ 96,818 $ 79,604 $234,352 $183,149
COST OF SALES (including buying,
distribution and occupancy costs) 61,251 50,662 151,778 122,001
-------- -------- -------- --------
Gross profit 35,567 28,942 82,574 61,148
OPERATING EXPENSES:
Selling 16,425 14,258 42,189 34,364
General and administrative 2,688 2,342 7,054 5,874
-------- -------- -------- --------
19,113 16,600 49,243 40,238
-------- -------- -------- --------
Income from operations 16,454 12,342 33,331 20,910
OTHER INCOME 549 454 1,404 1,114
-------- -------- -------- --------
Income before income taxes 17,003 12,796 34,735 22,024
Income tax expense 6,411 4,824 13,091 8,316
-------- -------- -------- --------
NET INCOME $ 10,592 $ 7,972 $ 21,644 $ 13,708
======== ======== ======== ========
Basic income per share $ 0.48 $ 0.38 $ 0.99 $ 0.65
Diluted income per share $ 0.46 $ 0.36 $ 0.94 $ 0.62
Basic shares outstanding 21,958 21,248 21,963 21,087
Diluted shares outstanding 22,999 22,434 23,133 22,088
</TABLE>
See notes to financial statements.
4
<PAGE> 5
THE BUCKLE, INC.
STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended
-----------------------
October 31, November 1,
1998 1997
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 21,644 $ 13,708
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 4,824 3,897
Loss on disposal of assets 218 31
Changes in assets and liabilities:
Accounts receivable (2,036) (1,515)
Inventory (11,605) (13,742)
Prepaid expenses and other assets (507) (167)
Accounts payable 3,686 6,603
Accrued employee compensation 520 1,970
Accrued store operating expenses 1,046 874
Gift certificates redeemable (300) (234)
Income taxes payable 425 1,671
----------- -----------
Net cash flows from operating activities 17,915 13,096
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (13,532) (8,513)
Change in other assets 4 (669)
----------- -----------
Net cash flows from investing activities (13,528) (9,182)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in short-term investments (9,716) (3,570)
Stock options exercised 645 1,685
----------- -----------
Net cash flows from financing activities (9,071) (1,885)
----------- -----------
Net change in cash and cash equivalents (4,684) 2,029
Cash and cash equivalents, Beginning of period 53,593 35,486
----------- -----------
Cash and cash equivalents, End of period $ 48,909 $ 37,515
=========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED
OCTOBER 31, 1998 AND NOVEMBER 1, 1997
(Unaudited)
1. Management Representation - The accompanying unaudited financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments necessary for a fair presentation of the
results of operations for the interim periods have been included. All such
adjustments are of a normal recurring nature. Because of the seasonal
nature of the business, results for interim periods are not necessarily
indicative of a full year's operations. The accounting policies followed by
the Company and additional footnotes are reflected in the financial
statements for the fiscal year ended January 31, 1998, included in The
Buckle, Inc.'s 1997 Annual Report.
2. Description of the Business - The Company is a retailer of medium to better
priced casual apparel and footwear for fashion conscious young men and
women. The Company operated 217 stores located in 29 states throughout the
central, northwestern, and southern regions of the United States as of
October 31, 1998, and 197 stores in 26 states as of November 1, 1997.
During the third quarter of fiscal 1998, the Company opened eight new
stores. During the third quarter of fiscal 1997, the Company opened five
new stores.
3. Net Income Per Share - The Financial Accounting Standards Board (FASB)
issued Statement No. 128, "Earnings Per Share", which is applicable for
fiscal years ending after December 15, 1997. FASB No. 128 requires dual
presentation of Basic and Diluted earnings per share for all periods for
which an income statement is presented. Basic earnings per share data are
based on the weighted average outstanding common shares during the period.
Diluted earnings per share data are based on the weighted average
outstanding common shares and the effect of all dilutive potential common
shares, including stock options and warrants.
4. Accounting Pronouncements - In June 1997, the FASB issued Statement No.
130, "Reporting Comprehensive Income." This statement establishes standards
for reporting and display of comprehensive income and its components in a
full set of general-purpose financial statements. The adoption of this
standard in the first quarter of fiscal 1998 had no impact on the Company's
financial statements.
Also in June 1997, the FASB issued Statement No. 131, "Disclosure About
Segments of an Enterprise and Related Information", which is effective in
1998. FASB No. 131 establishes standards for the way public enterprises
report information about operating segments. The Company currently complies
with most provisions of this statement and any incremental disclosure
required by that statement is expected to be minimal.
6
<PAGE> 7
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
5. Stock Split and Authorized Shares - On June 8, 1998 the Company completed a
3 for 2 stock split for shareholders of record as of May 28, 1998. Also, on
May 28, 1998 the Company's shareholders approved an amendment to the
Articles of Incorporation increasing the number of shares of common stock
authorized to 100,000,000 and changing the par value per share to $0.01.
All applicable amounts reflected in this Form 10-Q have been retroactively
adjusted to report the affects of the stock split and the change in par
value.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and results of
operations during the periods included in the accompanying financial statements.
RESULTS OF OPERATIONS
The table below sets forth the percentage relationships of sales and various
expense categories in the Statements of Income for each of the thirteen and
thirty-nine week periods ended October 31, 1998, and November 1, 1997:
THE BUCKLE, INC.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Percentage of Net Sales Percentage of Net Sales
----------------------- -----------------------
Thirteen weeks ended Percentage Thirty-nine weeks ended Percentage
Oct. 31, Nov. 1, increase Oct. 31, Nov. 1, increase
1998 1997 (decrease) 1998 1997 (decrease)
----------- ------------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 21.6% 100.0% 100.0% 28.0%
Cost of sales(including
buying, distribution and
occupancy costs) 63.3% 63.6% 20.9% 64.8% 66.6% 24.4%
----------- ------------- ------------- ----------- ------------- -------------
Gross profit 36.7% 36.4% 22.9% 35.2% 33.4% 35.0%
Selling expenses 17.0% 17.9% 15.2% 18.0% 18.8% 22.8%
General and
administrative expenses 2.7% 3.0% 14.8% 3.0% 3.2% 20.1%
----------- ------------- ------------- ----------- ------------- -------------
Income from operations 17.0% 15.5% 33.3% 14.2% 11.4% 59.4%
Other income (expense) .5% .6% 20.9% .6% .6% 26.0%
----------- ------------- ------------- ----------- ------------- -------------
Income before provision
for income taxes 17.5% 16.1% 32.9% 14.8% 12.0% 57.7%
Provision for income taxes 6.6% 6.1% 32.9% 5.6% 4.5% 57.4%
----------- ------------- ------------- ----------- ------------- -------------
Net Income 10.9% 10.0% 32.9% 9.2% 7.5% 57.9%
=========== ============= ============= =========== ============= =============
</TABLE>
THE BUCKLE, INC.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net sales increased from $79.6 million in the third quarter of fiscal 1997 to
$96.8 million in the third quarter of fiscal 1998, a 21.6% increase. Comparable
store sales increased from the third quarter of fiscal 1997 to the third quarter
of fiscal 1998 by $9.2 million or 11.7%. The comparable store sales increase
resulted partially from an increase in the average price per piece of
merchandise sold compared with the fiscal 1997 third quarter, as well as from
strong unit growth, especially in the categories of knit tops, accessories and
gal's denims.
Net sales increased from $183.1 million in the first nine months of fiscal 1997
to $234.4 million for the first nine months of fiscal 1998, a 28.0% increase.
Comparable store sales for the thirty-nine weeks ended October 31, 1998 compared
to the thirty-nine weeks ended November 1, 1997 increased $31.0 million or
17.6%. Sales growth of 10.4% for this thirty-nine week period was attributable
to the inclusion of a full nine months of operating results for the 19 stores
opened in 1997 and the opening of 19 new stores in the first thirty-nine weeks
of fiscal 1998. Average sales per square foot increased 16.4% from $206 to $240.
Gross profit after buying, occupancy, and distribution expenses increased $6.6
million in the third quarter of fiscal 1998 to $35.6 million, a 22.9% increase.
As a percentage of net sales, gross profit increased from 36.4% in the third
quarter of fiscal 1997 to 36.7% in the third quarter of fiscal 1998. Gross
profit increased $21.4 million for the first thirty-nine weeks of fiscal 1998 to
$82.6 million, a 35.0% increase. As a percentage of net sales, gross profit in
the first nine months increased from 33.4% for fiscal 1997, to 35.2% for fiscal
1998. The quarter and year-to-date increases were attributable to lower
occupancy costs as a percentage of net sales due to leverage provided by the
increase in comparable store sales and by improvement in the actual merchandise
margins. These improvements were partially offset in the third quarter by the
increased costs associated with the new distribution center.
Selling expenses increased from $14.3 million for the third quarter of fiscal
1997 to $16.4 million for the third quarter of fiscal 1998, a 15.2% increase.
Selling expenses as a percentage of net sales decreased from 17.9% for the third
quarter fiscal 1997, to 17.0% for the third quarter of fiscal 1998. Year-to-date
selling expense rose 22.8% from $34.4 million through the first nine months of
fiscal 1997 to $42.2 million for the first nine months of fiscal 1998. As a
percentage of net sales, selling expense decreased from 18.8% in fiscal 1997, to
18.0% in fiscal 1998. The primary reason for the improvement in selling expenses
as a percentage of net sales is leverage provided by strong sales to the areas
of salaries and advertising expense.
General and administrative expenses increased from $2.3 million in the third
quarter of fiscal 1997 to $2.7 million in the third quarter of fiscal 1998, a
14.8% increase. As a percentage of net sales, general and administrative
expenses decreased from 3.0% in fiscal 1997, to 2.7% in fiscal 1998. For the
first nine months of fiscal 1998, general and administrative expense rose 20.1%
from $5.9 million for the three quarters ended November 1, 1997, to $7.1 million
for the three quarters ended October 31, 1998. As a percentage of net sales,
general and administrative expense decreased to 3.0% for the first nine months
of fiscal 1998 compared to 3.2% for the first nine months of fiscal 1997.
Decreases in general and administrative expenses, as a percentage of net sales,
resulted primarily from leverage provided by the increase in comparable store
sales.
8
<PAGE> 9
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the above changes, the Company's income from operations increased
$4.1 million to $16.4 million for the third quarter of fiscal 1998 compared to
$12.3 million for the third quarter of fiscal 1997, a 33.3% increase. Income
from operations was 17.0% of net sales in the third quarter of fiscal 1998
compared to 15.5% in the third quarter of fiscal 1997.
Income from operations, year-to-date through October 31, 1998, was $33.3
million, up $12.4 million or 59.4% from the prior year first nine months. Income
from operations was 14.2% as a percentage of net sales for the first nine months
of fiscal 1998 compared to 11.4% for the first nine months of fiscal 1997.
For the quarter ended October 31, 1998, other income increased 20.9%. For the
nine months ended October 31, 1998, other income increased 26.0%. These
increases are primarily due to additional interest income, as the levels of cash
and short term investments is greater than in the same periods of fiscal 1997,
partially offset by write-offs on disposal of fixed assets from the old
distribution center.
Income tax expense as a percentage of pre-tax income was 37.7% in the first nine
months of fiscal 1998 compared to 37.8% in the first nine months of fiscal 1997.
The primary reason for the lower effective income tax rate is the growth in the
amount of federal and/or state tax-exempt interest income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary ongoing cash requirements are for inventory, payroll, new
store expansion, and remodeling. Historically, the Company's primary source of
working capital has been cash flow from operations. During the first three
quarters of fiscal 1998 and 1997, the Company's cash flow provided by operating
activities was $17.9 million and $13.1 million, respectively.
The uses of cash for both thirty-nine week periods include payment of annual
bonuses accrued at fiscal year end, changes in inventory and accounts payable
for build up of inventory levels, and construction costs for opening new stores.
The primary differences creating less cash flow this year versus last year are a
greater build up in short-term investments and a higher level of capital
expenditures for the first three quarters of fiscal 1998 compared to fiscal
1997.
The Company has available an unsecured line of credit of $5.0 million and a $5.0
million line of credit for foreign and domestic letters of credit, with First
National Bank and Trust Company of Kearney, Nebraska. Borrowings under the
lending arrangements provide for interest to be paid at a rate equal to the
prime rate published in the Wall Street Journal on the date of the borrowings.
As of October 31, 1998, the Company had working capital of $91.7 million,
including $48.9 million of cash and cash equivalents and short-term investments
of $23.7 million. There were no bank borrowings during the first three quarters
of fiscal 1998 and 1997.
9
<PAGE> 10
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
During the first three quarters of fiscal 1998 and 1997 the Company invested
$7.6 million and $4.2 million, respectively, in new store construction, store
renovation and upgrading store technology, net of any construction allowances
received from landlords. The Company also spent approximately $5.9 million and
$1.3 million in the first three quarters of fiscal 1998 and 1997, respectively,
in capital expenditures for the corporate headquarters. During the fiscal 1997
third quarter, the Company began an expansion to the corporate headquarters and
distribution facility. The addition is approximately 124,000 square feet, added
to the current 55,000 square foot building. The majority of the space will be
used for the distribution center, with approximately 7,800 square feet of new
office space. The total cost of this project is estimated to be $7.5 million.
The distribution system was completed in July 1998 and work will continue on the
new office space. Remodeling has begun on the existing office space and the
former distribution area to add additional space for offices, supply department,
returns-to-vendor and storage. This project is estimated to be complete during
fiscal 1999. The Company believes that existing cash and cash flow from
operations will be sufficient to fund current and long-term anticipated capital
expenditures and working capital requirements for the next several years.
During the remainder of fiscal 1998, the Company anticipates completing five
additional new store construction projects. As of October 31, 1998, seven
additional lease contracts have been signed, and additional leases are in
various stages of negotiation. Management now estimates that total capital
expenditures during fiscal 1998 will be approximately $14.0 million net of any
landlord allowances, estimated to be at approximately $1.8 million.
SEASONALITY AND INFLATION
The Company's business is seasonal, with the Christmas season (from
approximately November 15 to December 30) and the back-to-school season (from
approximately July 15 to September 1) historically contributing the greatest
volume of net sales. For fiscal years 1995, 1996, and 1997, the Christmas and
back-to-school seasons accounted for an average of approximately 40% of the
Company's fiscal year net sales. Although the operations of the Company are
influenced by general economic conditions, the Company does not believe that
inflation has had a material effect on the results of operations during the
thirty-nine week periods ended October 31, 1998, and November 1, 1997.
YEAR 2000 MATTERS
Year 2000 Background - The Company recognizes that the arrival of the year 2000
poses a unique worldwide technological challenge as all computer information
systems will require the ability to recognize the date change from December 31,
1999 to January 1, 2000 and forward to properly process transactions. Computer
programs and hardware as well as software products that are date sensitive may
recognize a date using "00" as the Year 1900 rather than the Year 2000. This
could result in system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions or engage in normal business activities.
10
<PAGE> 11
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company's goal is to be Year 2000 compliant, meaning critical systems,
devices, applications or business relationships have been evaluated and are
expected to be suitable for continued use into and beyond the Year 2000, or
contingency plans are in place.
The Company has assessed its business computer systems, such as general ledger,
payroll, accounts payable and inventory control, including distribution center
functions. The majority of these systems, which are internally developed
computer programs, have been corrected. This does not include the stores'
Point-of-Sale systems, which operate via third-party software systems.
During August, 1997, the Company entered into an agreement with a third-party
provider to prepare the customized software necessary to bring the stores'
Point-of-Sale system into Year 2000 compliance. This system is currently being
actively tested in one retail store location and the roll-out to the other
retail outlets is scheduled to begin in January of 1999.
The Company presently believes that with modifications to its internally
developed programs and with new third-party software, the Year 2000 issue will
not pose significant operational problems for the Company. However, if such
modification and replacements are not made, or not completed on time, the Year
2000 issue could have a material impact on the company.
Year 2000 Costs - The Company currently plans to complete the Year 2000 project
by July, 1999. Total costs of this project to date have been incurred and
expensed in the normal course of operations of the Company, plus the Company has
paid a deposit towards the purchase of the point-of-sale software of $350,000.
The total remaining cost of the Year 2000 project is estimated at less than $5
million. The majority of such cost is for the purchase of new software and
hardware for replacement of all stores' Point-of-Sale systems and will be
capitalized. The hardware and software replacement would have been done
regardless of the Year 2000 issue to improve the technology in the retail
stores. The costs of the project and the date on which the Company plans to
complete the Year 2000 modification are based upon the management's best
estimates, using currently available information and making assumptions
regarding future events including the continued availability of certain
resources, third-party readiness and other factors.
Risk Assessment - At this time, the Company believes its most reasonably likely
worst case scenarios are: (1) the stores are unable to authorize bankcard sales
electronically at the Point-of-Sale terminals nor verify checks tendered; and
(2) that principal suppliers are not Year 2000 ready and cannot timely deliver
their products. Although the Company does not believe that this scenario will
occur, it has assessed the effect of such an event and does not expect that it
would have a material adverse effect on the Company's financial condition and
results of operations.
The Company currently operates over 220 retail stores in 29 states and has many
suppliers and believes that this will help mitigate any adverse impact. The
company assessed this risk and believes that its contingency plans would
mitigate the long-term effect of this scenario. In the event that a temporary
disruption does occur, the Company does not expect that it would have a material
adverse effect on its financial condition and results of operations.
11
<PAGE> 12
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Contingency Plans - Contingency plans will be prepared so that the Company's
critical business processes can be expected to continue to function on January
1, 2000 and beyond. The Company's contingency plans will be structured to
address both remediation of systems and their components and overall business
operating risk. These plans are intended to mitigate both internal risks and
potential risks in the supply chain of the Company's suppliers.
FORWARD LOOKING STATEMENTS
Information in this report, other than historical information, may be considered
to be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "1995 Act"). Such statements are made in good
faith by the Company pursuant to the safe-harbor provisions of the 1995 Act. In
connection with these safe-harbor provisions, this management's discussion and
analysis contains certain forward-looking statements, which reflect management's
current views and estimates of future economic conditions, company performance
and financial results. The statements are based on many assumptions and factors
that could cause future results to differ materially. Such factors include, but
are not limited to, changes in product mix, changes in fashion trends,
competitive factors and general economic conditions, economic conditions in the
retail apparel industry, as well as other risks and uncertainties inherent in
the Company's business and the retail industry in general. Any changes in these
factors could result in significantly different results for the Company. The
Company further cautions that the forward-looking information contained herein
is not exhaustive or exclusive. The Company does not undertake to update any
forward-looking statements, which may be made from time to time by or on behalf
of the Company.
12
<PAGE> 13
THE BUCKLE, INC.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 2. Changes in Securities: None
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information: None
Item 6. Exhibits and Reports on Form 8-K:
(a) See Exhibit 11, statement regarding computation of earnings per
share.
(b) No reports on Form 8-K were filed by the Company during the
quarter ended October 31, 1998.
13
<PAGE> 14
THE BUCKLE, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BUCKLE, INC.
Dated: December 11, 1998 /s/ DENNIS H. NELSON
----------------- --------------------------------
DENNIS H. NELSON, President
and CEO
Dated: December 11, 1998 /s/ KAREN B. RHOADS
----------------- --------------------------------
KAREN B. RHOADS, Vice President
of Finance and CFO
14
<PAGE> 1
EXHIBIT 11
THE BUCKLE, INC.
COMPUTATIONS OF EARNINGS PER SHARE
(dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirteen Weeks Ended
October 31, 1998 November 1, 1997
-------------------------------------------- ----------------------------------------------
Income Shares Per Share Income Shares Per Share
Amount Amount
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Net Income $ 10,592 21,958 $ 0.48 $ 7,972 21,248 $ 0.38
Effect of Dilutive Securities
Stock Options 1,041 1,186
-------------------------------------------- ---------------------------------------------
Diluted EPS $ 10,592 22,999 $ 0.46 $ 7,972 22,434 $ 0.36
============================================ =============================================
</TABLE>
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended Thirty-nine Weeks Ended
October 31, 1998 November 1, 1997
-------------------------------------------- ---------------------------------------------
Income Shares Per Share Income Shares Per Share
Amount Amount
<C> <C> <C> <C> <C> <C>
Basic EPS
Net Income $ 21,644 21,963 $ 0.99 $ 13,708 21,087 $ 0.65
Effect of Dilutive Securities
Stock Options 1,170 1,001
-------------------------------------------- ---------------------------------------------
Diluted EPS $ 21,644 23,133 $ 0.94 $ 13,708 22,088 $ 0.62
============================================ =============================================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> AUG-02-1998
<PERIOD-END> OCT-31-1998
<CASH> 48,909
<SECURITIES> 23,729
<RECEIVABLES> 4,673
<ALLOWANCES> 488
<INVENTORY> 53,944
<CURRENT-ASSETS> 133,644
<PP&E> 71,537
<DEPRECIATION> 33,635
<TOTAL-ASSETS> 172,503
<CURRENT-LIABILITIES> 41,956
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220
0
<COMMON> 0
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<CGS> 61,251
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<OTHER-EXPENSES> (549)
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<INCOME-TAX> 6,411
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<NET-INCOME> 10,592
<EPS-PRIMARY> .48
<EPS-DILUTED> .46
</TABLE>
