<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 28, 2000
[ ] 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 68845-4915
(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, 2000 was 20,365,645 shares of Common Stock.
<PAGE> 2
THE BUCKLE, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Part I. Financial Information (unaudited)
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
(a) 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 28, 2000
Signatures 14
</TABLE>
2
<PAGE> 3
THE BUCKLE, INC.
BALANCE SHEETS
(Columnar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
ASSETS October 28, January 29,
CURRENT ASSETS 2000 2000
----------- -----------
<S> <C> <C>
Cash and cash equivalents $ 38,785 $ 37,205
Short-term investments:
Held-to-maturity 32,240 40,357
Available-for-sale 4,337 4,002
Accounts receivable, net of
allowance of $175,000 and $225,000, respectively 2,821 3,430
Inventory 72,825 55,045
Prepaid expenses and other assets 4,098 2,387
--------- ---------
Total current assets 155,106 142,426
PROPERTY AND EQUIPMENT 101,679 91,735
Less accumulated depreciation 44,995 38,168
--------- ---------
56,684 53,567
OTHER ASSETS 2,801 2,553
--------- ---------
$ 214,491 $ 198,546
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 16,532 $ 15,773
Accrued employee compensation 11,035 12,587
Accrued store operating expenses 3,648 3,491
Gift certificates redeemable 1,404 1,925
Income taxes payable 3,386 1,068
--------- ---------
Total current liabilities 36,005 34,844
DEFERRED COMPENSATION 850 442
--------- ---------
Total liabilities 36,855 35,286
STOCKHOLDERS' EQUITY
Common stock, authorized 100,000,000 shares
of $.01 par value; issued 20,355,445 and
20,726,149 shares, respectively 204 207
Additional paid-in capital 11,414 17,131
Retained earnings 166,891 146,920
Unearned compensation - restricted stock (593) (791)
Accumulated other comprehensive income (loss) (180) (207)
--------- ---------
Total stockholders' equity 177,736 163,260
--------- ---------
$ 214,591 $ 198,546
========= =========
</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 28, October 30, October 28, October 30,
2000 1999 2000 1999
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
SALES, net of returns and allowances $ 114,161 $ 107,463 $ 269,773 $ 266,735
COST OF SALES (including buying,
distribution and occupancy costs) 74,343 68,905 183,907 174,450
--------- --------- --------- ---------
Gross profit 39,818 38,558 85,866 92,285
OPERATING EXPENSES:
Selling 18,910 17,670 47,777 46,814
General and administrative 2,828 2,933 7,477 7,853
--------- --------- --------- ---------
21,738 20,603 55,254 54,667
--------- --------- --------- ---------
Income from operations 18,080 17,955 30,612 37,618
OTHER INCOME 532 588 1,850 1,476
--------- --------- --------- ---------
Income before income taxes 18,612 18,543 32,462 39,094
Income tax expense 7,007 6,991 12,221 14,698
--------- --------- --------- ---------
Income before cumulative effect of
change in accounting 11,605 11,552 20,241 24,396
Cumulative effect of change in
accounting, net of taxes -- -- (270) --
--------- --------- --------- ---------
NET INCOME $ 11,605 $ 11,552 $ 19,971 $ 24,396
========= ========= ========= =========
Per share amounts:
Basic income per share:
Income before cumulative effect of
change in accounting $ 0.56 $ 0.54 $ 0.98 $ 1.11
Cumulative effect of change in
accounting, net of taxes -- -- (.01) --
--------- --------- --------- ---------
Net income $ 0.56 $ 0.54 $ 0.97 $ 1.11
Diluted income per share:
Income before cumulative effect of
change in accounting $ 0.54 $ 0.51 $ 0.94 $ 1.06
Cumulative effect of change in
accounting, net of taxes -- -- (.01) --
--------- --------- --------- ---------
Net income $ 0.54 $ 0.51 $ 0.93 $ 1.06
</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
-----------------------------
Oct. 28, 2000 Oct. 30, 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 19,971 $ 24,396
Adjustments to reconcile net income to net cash
flows from operating activities
Depreciation 8,404 6,733
Loss on disposal of assets 291 510
Amortization of unearned compensation-restricted stock 198 198
Cumulative effect of change in accounting method 270 --
Changes in operating assets and liabilities
Accounts receivable (991) (552)
Inventory (16,740) (18,147)
Prepaid expenses and other assets (1,021) (93)
Accounts payable 359 3,641
Accrued employee compensation (1,297) (2,631)
Accrued store operating expenses 157 461
Gift certificates redeemable (521) (353)
Income taxes payable 2,318 1,161
Deferred compensation 408 --
-------- --------
Net cash flows from operating activities 11,806 15,324
CASH FLOWS FROM INVESTING ACTIVITIES
Change in short-term investments 7,809 (7,425)
Purchase of property and equipment (11,812) (20,133)
Change in other assets (248) 286
-------- --------
Net cash flows from investing activities (4,251) (27,272)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases of common stock (7,304) (12,589)
Proceeds from the exercise of stock options 1,329 1,063
-------- --------
Net cash flows from financing activities (5,975) (11,526)
-------- --------
Net increase (decrease) in cash and cash equivalents 1,580 (23,474)
Cash and cash equivalents, Beginning of period 37,205 61,705
-------- --------
Cash and cash equivalents, End of period $ 38,785 $ 38,231
======== ========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED
OCTOBER 28, 2000 AND OCTOBER 30, 1999
(Unaudited)
1. Management Representation - The accompanying unaudited financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States
of America 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 29, 2000, included in The Buckle, Inc.'s 1999
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 operates their business as one reportable industry
segment. The Company had 274 stores located in 36 states throughout the
central, northwestern and southern areas of the United States as of October
28, 2000, and 247 stores in 35 states as of October 30, 1999. During the
third quarter of fiscal 2000, the Company opened five new stores and
substantially renovated three stores. During the third quarter of fiscal
1999, the Company opened ten new stores and substantially renovated two
stores.
The following is information regarding the Company's major product lines,
stated as a percentage of the Company's net sales:
<TABLE>
<CAPTION>
Percentage of Net Sales Percentage of Net Sales
Thirteen Weeks Ended Thirty-nine Weeks Ended
----------------------------- ------------------------------
Merchandise Group Oct. 28, 2000 Oct. 30, 1999 Oct. 28, 2000 Oct. 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Denims 30.6% 30.3% 25.9% 23.0%
Slacks/Casual bottoms 6.7% 4.5% 5.1% 4.4%
Tops (incl. sweaters) 32.0% 33.7% 32.4% 33.8%
Sportswear/Fashions 2.5% 2.5% 8.7% 10.6%
Outerwear 5.0% 4.6% 2.7% 2.3%
Accessories 7.7% 6.3% 7.5% 6.1%
Footwear 12.7% 14.9% 15.1% 17.4%
Little Guys/Gals 2.7% 3.1% 2.4% 2.2%
Other .1% .1% .2% .2%
----- ----- ----- -----
100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
</TABLE>
3. Net Income Per Share - 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. During the quarter ended October 28,
2000, the Company repurchased and retired 258,300 shares of its common
stock pursuant to authorized buy-back programs.
6
<PAGE> 7
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN WEEKS ENDED OCTOBER 28, 2000 AND OCTOBER 30, 1999
(Unaudited)
4. Accounting Pronouncements - In June 1998, the FASB issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" which
would have been effective January 30, 2000. In June 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133,
postponing the effective date for implementing SFAS No. 133 to fiscal years
beginning after June 15, 2000. The Company will adopt this Statement
effective February 4, 2001. At this time, the Company believes the impact
of adopting this Statement should not be significant to the results of
operations or financial position.
5. Change in Accounting - On January 30, 2000, the Company changed its revenue
recognition policy related to layaway sales in accordance with the guidance
and interpretations provided by the SEC's Staff Accounting Bulletin (SAB)
No. 101 - Revenue Recognition. This SAB affected the Company's recognition
of layaway sales, which requires recognition of revenue from sales made
under its layaway program upon delivery of the merchandise to the customer.
In the first quarter of fiscal 2000, the Company recorded a $0.3 million
cumulative effect adjustment for the change in this accounting principle in
accordance with APB Opinion No. 20, Accounting Changes. If SAB No. 101 had
been adopted prior to fiscal 2000, the net income for the first nine months
of fiscal 1999 would have been $23.9 million versus the $24.4 million as
reported.
6. Comprehensive Income - Unrealized gains and losses on the Company's
available-for-sale securities are included in other comprehensive income,
net of related taxes.
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
----------------------------- ---------------------------
October 28, October 30, October 28, October 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Income $ 11,605 $ 11,552 $ 19,971 $24,396
Unrealized gain on available for sale
securities, net of taxes 18 -- 45 --
---------------------------- --------------------------
Total Comprehensive Income $ 11,623 $ 11,552 $ 20,016 $24,396
============================ ==========================
</TABLE>
7
<PAGE> 8
THE BUCKLE, INC.
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 28, 2000, and October 30, 1999:
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. 28, Oct. 30, increase Oct. 28, Oct. 30, increase
2000 1999 (decrease) 2000 1999 (decrease)
------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales 100.0% 100.0% 6.2% 100.0% 100.0% 1.1%
Cost of sales (including
buying, distribution and
occupancy costs) 65.1% 64.1% 7.9% 68.2% 65.4% 5.4%
------------------------------------- ----------------------------------
Gross profit 34.9% 35.9% 3.3% 31.8% 34.6% (7.0)%
Selling expenses 16.6% 16.5% 7.0% 17.7% 17.6% 2.1%
General and
administrative expenses 2.5% 2.7% (3.6)% 2.8% 2.9% (4.8)%
------------------------------------- ----------------------------------
Income from operations 15.8% 16.7% .7% 11.3% 14.1% (18.6)%
Other income .5% .5% (9.5)% .7% .5% 25.3%
------------------------------------- ----------------------------------
Income before income taxes 16.3% 17.2% .4% 12.0% 14.6% (17.0)%
Income tax expense 6.1% 6.5% .2% 4.5% 5.5% (16.9)%
------------------------------------- ----------------------------------
Income before cumulative
effect of change in accounting 10.2% 10.7% .5% 7.5% 9.1% (17.0)%
===================================== ==================================
</TABLE>
Net sales increased from $107.5 million in the third quarter of fiscal 1999 to
$114.2 million in the third quarter of fiscal 2000, a 6.2% increase. Comparable
store sales decreased from the third quarter of fiscal 1999 to the third quarter
of fiscal 2000 by $2.9 million or 2.7%. The comparable store sales decrease
resulted partially from a 3.2% decrease in the average price per piece of
merchandise sold compared with the fiscal 1999 third quarter. Comparable store
sales for the third quarter decreased 0.2% due to the change in the method of
revenue recognition for layaways sales in accordance with the guidance and
interpretations provided by the SEC's SAB No. 101-Revenue Recognition.
8
<PAGE> 9
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net sales increased from $266.7 million in the first nine months of fiscal 1999
to $269.8 million for the first nine months of fiscal 2000, a 1.1% increase.
Comparable store sales for the thirty-nine weeks ended October 28, 2000 compared
to the thirty-nine weeks ended October 30, 1999 decreased $19.0 million or 7.5%.
The comparable store sales decrease for the first nine months of fiscal 2000
resulted partially from a 4.8% decrease in the average price per piece of
merchandise sold compared with the same period last year. The change in the
method of revenue recognition for layaway sales in accordance with the guidance
and interpretations provided by the SEC's SAB No. 101-Revenue Recognition
resulted in a decrease in comparable stores sales for the first nine months of
fiscal 2000 of 0.4% compared the same period in fiscal 1999. Sales growth of
8.6% for this thirty-nine week period was attributable to the inclusion of a
full nine months of operating results for the 25 stores opened in 1999 and the
opening of 26 new stores in the first thirty-nine weeks of fiscal 2000. Average
sales per square foot decreased 10.5% from $238 to $213 for the nine months
ended October 28, 2000.
Gross profit after buying, occupancy, and distribution expenses increased $1.3
million in the third quarter of fiscal 2000 to $39.8 million, a 3.3% increase.
As a percentage of net sales, gross profit decreased from 35.9% in the third
quarter of fiscal 1999 to 34.9% in the third quarter of fiscal 2000. Gross
profit decreased $6.4 million for the first thirty-nine weeks of fiscal 2000 to
$85.9 million, a 7.0% decrease. As a percentage of net sales, gross profit in
the first nine months decreased from 34.6% for fiscal 1999, to 31.8% for fiscal
2000. The decrease in gross profit as a percentage of net sales for both the
three and nine month periods of fiscal 2000 compared to the same periods of
fiscal 1999 was primarily attributable to an increase in occupancy costs. Lower
actual merchandise margins for the three and nine months of fiscal 2000 compared
to the same periods of fiscal 1999 also contributed to the decline. A third
factor contributing to the decline in fiscal 2000 are the higher depreciation
costs due to the fiscal 1999 rollout of new point of sale systems to every
store.
Selling expenses increased from $17.7 million for the third quarter of fiscal
1999 to $18.9 million for the third quarter of fiscal 2000, a 7.0% increase.
Selling expenses as a percentage of net sales increased from 16.5% for fiscal
1999 to 16.6% for fiscal 2000. Year-to-date selling expense rose 2.1% from $46.8
million through the first nine months of fiscal 1999 to $47.8 million for the
first nine months of fiscal 2000. As a percentage of net sales, selling expense
in the first nine months increased from 17.6% for fiscal 1999, to 17.7% for
fiscal 2000. The increase was primarily attributable to higher sales salaries
and higher selling supplies as a percentage of net sales due to a decline in
leverage provided by comparable store sales.
General and administrative expenses decreased from $2.9 million in the third
quarter of fiscal 1999 to $2.8 million in the third quarter of fiscal 2000, a
3.6% decrease. As a percentage of net sales, general and administrative expenses
decreased to 2.5% for the third quarter of fiscal 2000 compared to 2.7% for the
third quarter of fiscal 1999. For the first nine months of fiscal 2000, general
and administrative expense fell 4.8% from $7.9 million for the nine months ended
October 30, 1999, to $7.5 million for the nine months ended October 28, 2000. As
a percentage of net sales, general and administrative expense decreased to 2.8%
for the first nine months of fiscal 2000 compared to 2.9% for the first nine
months of fiscal 1999. Decreases in general and administrative expenses for the
first nine months, as a percentage of net sales, resulted primarily from
leverage provided by the restructuring of the Company's executive compensation
plan.
9
<PAGE> 10
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
$0.1 million to $18.1 million for the third quarter of fiscal 2000 compared to
$18.0 million for the third quarter of fiscal 1999, a 0.7% increase. Income from
operations was 15.8% of net sales in the third quarter of fiscal 2000 compared
to 16.7% in the third quarter of fiscal 1999. Income from operations,
year-to-date through October 28, 2000, was $30.6 million, a $7.0 million
decrease from the first nine months of the prior year. Income from operations
was 11.3% of net sales for the first nine months of fiscal 2000 compared to
14.1% for the first nine months of fiscal 1999, an 18.6% decrease.
For the quarter ended October 28, 2000, other income decreased from $0.6 million
in the third quarter of fiscal 1999 to $0.5 million for the third quarter of
fiscal 2000. For the nine months ended October 28, 2000, other income increased
$0.4 million. Other income increased in the first nine months of fiscal 2000 due
to additional interest income as well as income received from state tax
incentive programs.
Income tax expense as a percentage of pre-tax income was 37.6% in the first nine
months of both fiscal 1999 and fiscal 2000.
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 2000 and 1999, the Company's cash flow provided by operating
activities was $11.8 million and $15.3 million, respectively.
The uses of cash for both thirty-nine week periods include payment of annual
bonuses accrued at fiscal year end, the net change in inventory and accounts
payable for build up of inventory levels, construction costs for opening new
stores and purchase of the Company's common stock. The primary differences
creating a net increase in cash and cash equivalents for the first nine months
of this year, versus a net decrease for the first nine months of last year,
included lower net income (partially offset by higher depreciation expense as a
non-cash expense), a lower level of capital expenditures, less bonuses paid, a
reduction in short-term investments and less common stock purchases.
The Company has available an unsecured line of credit of $7.5 million and a $7.5
million line of credit for foreign and domestic letters of credit, with Wells
Fargo Bank Nebraska, N.A. 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 28, 2000, the
Company had working capital of $119.1 million, including $38.8 million of cash
and cash equivalents and short-term investments of $36.6 million. The Company
has, from time to time, borrowed against these lines during periods of peak
inventory build-up. There were only minor bank borrowings during the first nine
months of each fiscal 2000 and fiscal 1999.
During the first three quarters of fiscal 2000 and 1999 the Company invested
$11.3 million and $14.2 million, respectively, in new store construction, store
renovation and upgrading store technology, net of any construction allowances
received from landlords. The Company also
10
<PAGE> 11
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
spent approximately $0.5 million and $2.3 million in the first nine months of
fiscal 2000 and 1999, respectively, in capital expenditures for the corporate
headquarters and distribution center. During the second quarter of fiscal 1999,
the Company purchased a second corporate aircraft at a cost of $3.6 million. 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 2000, the Company anticipates completing
approximately three additional store construction projects, including
approximately two new stores and approximately one store to be remodeled and/or
relocated. As of October 28, 2000, four additional lease contracts have been
signed, and additional leases are in various stages of negotiation. Management
now estimates that total capital expenditures during fiscal 2000 will be
approximately $17.0 million before any landlord allowances, estimated to be at
approximately $3.0 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 1997, 1998, and 1999, 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 28, 2000, and October 30, 1999.
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
11
<PAGE> 12
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has evaluated the disclosure requirements of Item 305 of S-K
"Quantitative and Qualitative Disclosures about Market Risk," and has concluded
that the Company has no market risk sensitive instruments for which these
additional disclosures are required.
12
<PAGE> 13
THE BUCKLE, INC.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 2. Changes in Securities and Use of Proceeds: 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 28, 2000.
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 08, 2000 /s/ DENNIS H. NELSON
---------------------- ------------------------------------
DENNIS H. NELSON, President and CEO
Dated: December 08, 2000 /s/ KAREN B. RHOADS
---------------------- ------------------------------------
KAREN B. RHOADS, Vice President
of Finance and CFO
14
