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 JULY 29, 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 September 1, 2000 was 20,527,070 shares of Common Stock.
2 THE BUCKLE, INC. FORM 10-Q INDEX <TABLE> <CAPTION> Pages ----- <S> <C> <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 July 29, 2000 Signatures 14 </TABLE> 2
3 THE BUCKLE, INC. BALANCE SHEETS (Columnar amounts in thousands) (Unaudited) <TABLE> <CAPTION> July 29, January 29, ASSETS 2000 2000 - ------ ---------------- --------------- <S> <C> <C> CURRENT ASSETS Cash and cash equivalents $ 25,747 $ 37,205 Short-term investments: Held-to-maturity 32,387 40,357 Available-for-sale 4,533 4,002 Accounts receivable, net of allowance of $175,000 and $225,000, respectively 2,316 3,430 Inventory 73,993 55,045 Prepaid expenses and other assets 4,173 2,387 ---------------- --------------- Total current assets 143,149 142,426 PROPERTY AND EQUIPMENT 99,351 91,735 Less accumulated depreciation 42,589 38,168 ---------------- --------------- 56,762 53,567 OTHER ASSETS 2,744 2,553 ---------------- --------------- $ 202,655 $ 198,546 ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES Accounts payable $ 20,998 $ 15,773 Accrued employee compensation 6,379 12,587 Accrued store operating expenses 3,197 3,491 Gift certificates redeemable 1,427 1,925 Income taxes payable 1,183 1,068 ---------------- --------------- Total current liabilities 33,184 34,844 DEFERRED COMPENSATION 829 442 ---------------- --------------- Total liabilities 34,013 35,286 STOCKHOLDERS' EQUITY Common stock, authorized 100,000,000 shares of $.01 par value; issued 20,535,720 and 20,726,149 shares, respectively 205 207 Additional paid-in capital 13,990 17,131 Retained earnings 155,286 146,920 Unearned compensation -- restricted stock (659) (791) Accumulated other comprehensive income (loss) (180) (207) ---------------- --------------- Total stockholders' equity 168,642 163,260 ---------------- --------------- $ 202,655 $ 198,546 ================ =============== </TABLE> See notes to financial statements. 3
4 THE BUCKLE, INC. STATEMENTS OF INCOME (Amounts in thousands, except per share data) (Unaudited) <TABLE> <CAPTION> Thirteen Weeks Ended Twenty-six Weeks Ended ------------------------------------- --------------------------------------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 ------------------ ----------------- ------------------ ------------------- <S> <C> <C> <C> <C> SALES, net of returns and allowances $ 77,111 $ 79,584 $ 155,612 $ 159,272 COST OF SALES (including buying, distribution and occupancy costs) 54,994 52,958 109,564 105,545 ------------------ ----------------- ------------------ ------------------- Gross profit 22,117 26,626 46,048 53,727 OPERATING EXPENSES: Selling 14,401 14,331 28,867 29,144 General and administrative 2,335 2,425 4,649 4,920 ------------------------------------------------------------------------------- 16,736 16,756 33,516 34,064 ------------------ ----------------- ------------------ ------------------- Income from operations 5,381 9,870 12,532 19,663 OTHER INCOME 658 314 1,318 888 ------------------ ----------------- ------------------ ------------------- Income before income taxes 6,039 10,184 13,850 20,551 Income tax expense 2,269 3,809 5,214 7,707 ------------------------------------------------------------------------------- Income before cumulative effect of change in accounting 3,770 6,375 8,636 12,844 Cumulative effect of change in accounting, net of taxes -- -- (270) -- ------------------ ----------------- ------------------ ------------------- NET INCOME $ 3,770 $ 6,375 $ 8,366 $ 12,844 ================== ================= ================== =================== Per share amounts: Basic income per share: Income before cumulative effect of change in accounting $0.18 $0.29 $0.42 $0.58 Cumulative effect of change in accounting, net of taxes -- -- (.01) -- ------------------ ----------------- ------------------ ------------------- Net income $0.18 $0.29 $0.41 $0.58 Diluted income per share: Income before cumulative effect of change in accounting $0.18 $0.27 $0.40 $0.55 Cumulative effect of change in accounting, net of taxes -- -- (.01) -- ------------------ ----------------- ------------------ ------------------- Net income $0.18 $0.27 $0.39 $0.55 </TABLE> See notes to financial statements. 4
5 THE BUCKLE, INC. STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) <TABLE> <CAPTION> Twenty-six Weeks Ended ----------------------------------------- July 29, 2000 July 31, 1999 ------------------- ------------------ <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 8,366 $ 12,844 Adjustments to reconcile net income to net cash flows from operating activities Depreciation 5,444 4,220 Loss on disposal of assets 179 395 Amortization of unearned compensation-restricted stock 132 132 Cumulative effect of change in accounting method 270 -- Changes in operating assets and liabilities Accounts receivable (486) (245) Inventory (17,908) (19,353) Prepaid expenses and other assets (1,096) (301) Accounts payable 4,825 6,583 Accrued employee compensation (6,208) (7,519) Accrued store operating expenses (294) 113 Gift certificates redeemable (498) (349) Income taxes payable 115 853 Deferred compensation 387 -- ------------------- ------------------ Net cash flows from operating activities (6,772) (2,627) CASH FLOWS FROM INVESTING ACTIVITIES Change in short-term investments 7,466 (1,585) Purchase of property and equipment (8,818) (16,026) Change in other assets (191) 1,432 ------------------- ------------------ Net cash flows from investing activities (1,543) (16,179) CASH FLOWS FROM FINANCING ACTIVITIES Purchases of common stock (3,781) (641) Proceeds from the exercise of stock options 638 502 ------------------- ------------------ Net cash flows from financing activities (3,143) (139) ------------------- ------------------ Net decrease in cash and cash equivalents (11,458) (18,945) Cash and cash equivalents, Beginning of period 37,205 61,705 ------------------- ------------------ Cash and cash equivalents, End of period $ 25,747 $ 42,760 =================== ================== </TABLE> See notes to financial statements. 5
6 THE BUCKLE, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN AND TWENTY-SIX WEEKS ENDED JULY 29, 2000 AND JULY 31, 1999 (Unaudited) 1. Management Representation -- The accompanying unaudited financial statements have been prepared in accordance with auditing standards 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 auditing standards 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 269 stores located in 36 states throughout the central, northwestern and southern areas of the United States as of July 29, 2000, and 237 stores in 32 states as of July 31, 1999. During the second quarter of fiscal 2000, the Company opened eight new stores and substantially renovated four stores. During the second quarter of fiscal 1999, the Company opened six new stores and substantially renovated three 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 Twenty-six Weeks Ended ---------------------------- ---------------------------- Merchandise Group July 29, 2000 July 31, 1999 July 29, 2000 July 31, 1999 ----------------- ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Denims 19.7% 16.0% 22.3% 18.1% Slacks/Casual bottoms 4.0% 4.2% 4.1% 4.3% Tops (incl. sweaters) 33.4% 35.9% 32.6% 33.9% Sportswear/Fashions 14.4% 17.7% 13.4% 16.2% Outerwear 1.0% .6% 1.0% .7% Accessories 8.0% 6.7% 7.3% 6.0% Footwear 17.2% 17.3% 16.9% 19.0% Little Guys/Gals 2.1% 1.7% 2.2% 1.7% Other .2% .1% .2% .1% ------ ------ ------ ------ 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 July 29, 2000, the Company repurchased and retired 158,200 shares of its common stock pursuant to authorized buy-back programs. 6
7 THE BUCKLE, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN WEEKS ENDED APRIL 29, 2000 AND MAY 1, 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 six months of fiscal 1999 would have been $12.5 million versus the $12.8 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 Twenty-six Weeks Ended ------------------------------------- --------------------------------------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 ------------------ ----------------- ------------------ ------------------- <S> <C> <C> <C> <C> Net Income $ 3,770 $ 6,375 $ 8,366 $ 12,844 Unrealized gain on available for sale securities, net of taxes -- -- 27 -- ------------------ ----------------- ------------------ ------------------- Total Comprehensive Income $ 3,770 $ 6,375 $ 8,393 $ 12,844 ================== ================= ================== =================== </TABLE> 7
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 twenty-six week periods ended July 29, 2000, and July 31, 1999: THE BUCKLE, INC. RESULTS OF OPERATIONS <TABLE> <CAPTION> Percentage of Net Sales Percentage of Net Sales ------------------------- -------------------------- Thirteen weeks ended Twenty-six weeks ended -------------------------- Percentage -------------------------- Percentage July 29, July 31, increase July 29, July 31, increase 2000 1999 (decrease) 2000 1999 (decrease) ------------ ------------- ------------- ------------ ------------- ------------- <S> <C> <C> <C> <C> <C> <C> Net sales 100.0% 100.0% (3.1)% 100.0% 100.0% (2.3)% Cost of sales (including buying, distribution and occupancy costs) 71.3% 66.5% 3.8% 70.4% 66.3% 3.8% ------------ ------------- ------------- ------------ ------------- ------------- Gross profit 28.7% 33.5% (16.9)% 29.6% 33.7% (14.3)% Selling expenses 18.7% 18.0% .5% 18.6% 18.3% (1.0)% General and administrative expenses 3.0% 3.1% (3.7)% 3.0% 3.1% (5.5)% ------------ ------------- ------------- ------------ ------------- ------------- Income from operations 7.0% 12.4% (45.5)% 8.1% 12.3% (36.3)% Other income .8% .4% 109.6% .8% .6% 48.4% ------------ ------------- ------------- ------------ ------------- ------------- Income before income taxes 7.8% 12.8% (40.7)% 8.9% 12.9% (32.6)% Income tax expense 2.9% 4.8% (40.4)% 3.4% 4.8% (32.4)% ------------ ------------- ------------- ------------ ------------- ------------- Income before cumulative effect of change in accounting 4.9% 8.0% (40.9)% 5.5% 8.1% (32.8)% ============ ============= ============= ============ ============= ============= </TABLE> Net sales decreased from $79.6 million in the second quarter of fiscal 1999 to $77.1 million in the second quarter of fiscal 2000, a 3.1% decrease. Comparable store sales decreased from the second quarter of fiscal 1999 to the second quarter of fiscal 2000 by $8.6 million or 11.1%. The comparable store sales decrease resulted partially from a 4.7% decrease in the average price per piece of merchandise sold compared with the fiscal 1999 second quarter. Comparable store sales for the second quarter decreased 0.3% 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
9 THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net sales decreased from $159.3 million in the first six months of fiscal 1999 to $155.6 million for the first six months of fiscal 2000, a 2.3% decrease. Comparable store sales for the twenty-six weeks ended July 29, 2000 compared to the twenty-six weeks ended July 31, 1999 decreased $15.8 million or 10.3%. The comparable store sales decrease for the first six months of fiscal 2000 resulted partially from a 6.2% 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 layaways sales in accordance with the guidance and interpretations provided by the SEC's SAB No. 101-Revenue Recognition had no impact on comparable stores sales for the first six months of fiscal 2000 compared fiscal 1999. Sales growth of 8.0% for this twenty-six week period was attributable to the inclusion of a full six months of operating results for the 15 stores opened in 1999 and the opening of 20 new stores in the first twenty-six weeks of fiscal 2000. Average sales per square foot decreased 13.8% from $144.30 to $124.40 for the six months ended July 29, 2000. Gross profit after buying, occupancy, and distribution expenses decreased $4.5 million in the second quarter of fiscal 2000 to $22.1 million, a 16.9% decrease. As a percentage of net sales, gross profit decreased from 33.5% in the second quarter of fiscal 1999 to 28.7% in the second quarter of fiscal 2000. Gross profit decreased $7.7 million for the first twenty-six weeks of fiscal 2000 to $46.0 million, a 14.3% decrease. As a percentage of net sales, gross profit in the first six months decreased from 33.7% for fiscal 1999, to 29.6% for fiscal 2000. The decrease in gross profit as a percentage of net sales for both the three and six 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 six 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 $14.3 million for the second quarter of fiscal 1999 to $14.4 million for the second quarter of fiscal 2000, a 0.5% increase. Selling expenses as a percentage of net sales increased from 18.0% for fiscal 1999 to 18.7% for fiscal 2000. Year-to-date selling expense fell 1.0% from $29.1 million through the first half of fiscal 1999 to $28.9 million for the first half of fiscal 2000. As a percentage of net sales, selling expense in the first six months increased from 18.3% for fiscal 1999, to 18.6% 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 $2.4 million in the second quarter of fiscal 1999 to $2.3 million in the second quarter of fiscal 2000, a 3.7% decrease. As a percentage of net sales, general and administrative expenses decreased to 3.0% for the second quarter of fiscal 2000 compared to 3.1% for the second quarter of fiscal 1999. For the first half of fiscal 2000, general and administrative expense fell 5.5% from $4.9 million for the six months ended July 31, 1999, to $4.6 million for the six months ended July 29, 2000. As a percentage of net sales, general and administrative expense decreased to 3.0% for the first half of fiscal 2000 compared to 3.1% for the first half of fiscal 1999. Decreases in general and administrative expenses for the first six months, as a percentage of net sales, resulted primarily from leverage provided by the restructuring of the Company's executive compensation plan. 9
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 decreased $4.5 million to $5.4 million for the second quarter of fiscal 2000 compared to $9.9 million for the second quarter of fiscal 1999, a 45.5% decrease. Income from operations was 7.0% of net sales in the second quarter of fiscal 2000 compared to 12.4% in the second quarter of fiscal 1999. Income from operations, year-to-date through July 29, 2000, was $12.5 million, a $7.1 million decrease from the first half of the prior year. Income from operations was 8.1% of net sales for the first six months of fiscal 2000 compared to 12.3% for the first six months of fiscal 1999. For the quarter ended July 29, 2000, other income increased $0.3 million. For the six months ended July 29, 2000, other income increased $0.4 million. Other income increased in the first six 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 half of fiscal 2000 compared to 37.5% in the first half of fiscal 1999. 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. However, the first half of each fiscal year is typically a period of decreasing cash flows created by various operating, investing, and financing activities. During the first half of fiscal 2000, the Company's had negative cash flow from operating activities of $6.8 million. During the first half of fiscal 1999, the Company's had negative cash flow from operating activities of $2.6 million. The uses of cash for both twenty-six week periods include payment of annual bonuses accrued at fiscal year end, changes 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 lower use of cash this year versus last year are a lesser build up of inventory, a lower level of capital expenditures, a lower level of bonuses paid and greater reduction of held-to-maturity investments. 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 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 July 29, 2000, the Company had working capital of $110.0 million, including $25.7 million of cash and cash equivalents and short-term investments of $36.9 million. The Company has, from time to time, borrowed against these lines during periods of peak inventory build-up. There were no bank borrowings during the first half of fiscal 2000 and minor bank borrowings during the first half of fiscal 1999. During the first half of fiscal 2000 and 1999 the Company invested $8.4 million and $10.5 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 $0.4 10
11 THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS million and $1.9 million in the first half of fiscal 2000 and 1999, respectively, in capital expenditures for the corporate headquarters and distribution center. During fiscal 1998, the Company completed its expansion to the corporate headquarters and distribution facility. The addition is approximately 124,000 square feet, added to the existing 55,000 square foot building. The majority of the space is used for the distribution center, with approximately 7,800 square feet of new office space. The distribution center was completed in June 1998 and the new office space was completed in December 1998. The former distribution area was remodeled for use as store supply warehousing and offices, merchandising and advertising offices as well as new workroom, showroom and conference room space. The remodel of this phase was completed in March 1999. The next remodeling phase included remodeling and reorganization of the existing office space and was completed during the third quarter of fiscal 1999. The final phase of the remodel project was completed during the fourth quarter of fiscal 1999. During the second quarter of fiscal 1999, the Company also 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 twelve additional store construction projects, including approximately eight new stores and approximately four stores to be remodeled and/or relocated. As of July 29, 2000, eight 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 $20.0 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 twenty-six week periods ended July 29, 2000, and July 31, 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 mix, changes 11
12 THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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
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: (a) June 2, 2000, Annual Meeting (b) Board of Directors: Daniel J. Hirschfeld Robert E. Campbell Dennis H. Nelson William D. Orr Karen B. Rhoads Ralph M. Tysdal Bill L. Fairfield Bruce Hoberman <TABLE> <CAPTION> NUMBER OF SHARES* ----------------- For Against Abstain Del N-Vote ----------- ------- ------- ---------- <S> <C> <C> <C> <C> (c) 1. Election of Board of Directors: Daniel J. Hirschfeld 19,576,547 0 62,053 Dennis H. Nelson 19,560,085 0 78,515 Karen B. Rhoads 19,575,547 0 63,053 Bill L. Fairfield 19,575,312 0 63,288 Robert E. Campbell 19,557,625 0 80,975 William D. Orr 19,576,237 0 62,363 Ralph M. Tysdal 19,556,995 0 81,605 Bruce Hoberman 2. Appoint Deloitte & Touche LLP as independent accountants. 19,590,367 11,484 36,749 (d) None </TABLE> 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 July 29, 2000. 13
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: September 11, 2000 /s/ DENNIS H. NELSON - ---------------------------- ------------------------------------------ DENNIS H. NELSON, President and CEO Dated: September 11, 2000 /s/ KAREN B. RHOADS - ---------------------------- ------------------------------------------ KAREN B. RHOADS, Vice President of Finance and CFO 14