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 AUGUST 4, 2001 [_] 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 10, 2001 was 20,773,151 shares of Common Stock.
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 11 Part II. Other Information Item 1. Legal Proceedings 12 Item 2. Changes in Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 (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 August 4, 2001 Signatures 13 </TABLE> 2
3 THE BUCKLE, INC. BALANCE SHEETS (Columnar amounts in thousands) (Unaudited) ASSETS August 4, February 3, CURRENT ASSETS 2001 2001 --------- ---------- Cash and cash equivalents $ 57,017 $ 69,155 Short-term investments: Held-to-maturity 36,098 34,847 Available-for-sale 3,601 4,398 Accounts receivable, net of allowance of $200,000 and $250,000, respectively 2,553 2,068 Inventory 81,145 54,392 Prepaid expenses and other assets 4,049 6,593 --------- --------- Total current assets 184,463 171,453 PROPERTY AND EQUIPMENT 109,012 103,686 Less accumulated depreciation 52,266 47,605 --------- --------- 56,746 56,081 OTHER ASSETS 3,057 2,999 --------- --------- $ 244,266 $ 230,533 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 27,739 $ 13,703 Accrued employee compensation 5,801 11,753 Accrued store operating expenses 4,166 4,072 Gift certificates redeemable 1,612 2,199 Income taxes payable 185 3,890 --------- --------- Total current liabilities 39,503 35,617 DEFERRED COMPENSATION 970 850 --------- --------- Total liabilities 40,473 36,467 STOCKHOLDERS' EQUITY Common stock, authorized 100,000,000 shares of $.01 par value; issued 20,595,076 and 20,378,657 shares, respectively 206 204 Additional paid-in capital 14,176 13,006 Retained earnings 189,595 181,447 Unearned compensation - restricted stock (189) (620) Accumulated other comprehensive income 5 29 --------- --------- Total stockholders' equity 203,793 194,066 --------- --------- $ 244,266 $ 230,533 ========= ========= 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 -------------------- ---------------------- August 4, July 29, August 4, July 29, 2001 2000 2001 2000 --------- --------- --------- --------- <S> <C> <C> <C> <C> SALES, net of returns and allowances $ 78,596 $ 77,111 $ 155,035 $ 155,612 COST OF SALES (including buying, distribution and occupancy costs) 56,411 54,994 109,997 109,564 --------- --------- --------- --------- Gross profit 22,185 22,117 45,038 46,048 OPERATING EXPENSES: Selling 14,732 14,401 29,422 28,867 General and administrative 2,458 2,422 5,015 4,828 --------- --------- --------- --------- 17,190 16,823 34,437 33,695 --------- --------- --------- --------- Income from operations 4,995 5,294 10,601 12,353 OTHER INCOME 1,342 745 2,477 1,497 --------- --------- --------- --------- Income before income taxes 6,337 6,039 13,078 13,850 Income tax expense 2,428 2,269 4,930 5,214 --------- --------- --------- --------- Income before cumulative effect of change in accounting 3,909 3,770 8,148 8,636 Cumulative effect of change in accounting, net of taxes - - - (270) --------- --------- --------- --------- NET INCOME $ 3,909 $ 3,770 $ 8,148 $ 8,366 ========= ========= ========= ========= Per share amounts: Basic income per share: Income before cumulative effect of change in accounting $ 0.19 $ 0.18 $ 0.40 $ 0.42 Cumulative effect of change in accounting, net of taxes - - - (.01) Net income $ 0.19 $ 0.18 $ 0.40 $ 0.41 ========= ========= ========= ========= Diluted income per share: Income before cumulative effect of change in accounting $ 0.18 $ 0.18 $ 0.38 $ 0.40 Cumulative effect of change in accounting, net of taxes - - - (.01) Net income $ 0.18 $ 0.18 $ 0.38 $ 0.39 ========= ========= ========= ========= </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 ---------------------- August 4, 2001 July 29, 2000 -------------- ------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 8,148 $ 8,366 Adjustments to reconcile net income to net cash flows from operating activities Depreciation 5,636 5,444 Loss on disposal of assets 244 179 Amortization of unearned compensation-restricted stock 62 132 Reverse compensation expense on forfeited stock (483) - Cumulative effect of change in accounting method - 270 Changes in operating assets and liabilities Accounts receivable (485) (486) Inventory (26,753) (17,908) Prepaid expenses and other assets 2,544 (1,096) Accounts payable 14,036 4,825 Accrued employee compensation (5,952) (6,208) Accrued store operating expenses 94 (294) Gift certificates redeemable (587) (498) Income taxes payable (3,705) 115 Deferred compensation 120 387 -------- -------- Net cash flows from operating activities (7,081) (6,772) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Change in short-term investments (478) 7,466 Purchase of property and equipment (6,545) (8,818) Change in other assets (58) (191) -------- -------- Net cash flows from investing activities (7,081) (1,543) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Purchases of common stock - (3,781) Proceeds from the exercise of stock options 2,024 638 -------- -------- Net cash flows from financing activities 2,024 (3,143) -------- -------- Net decrease in cash and cash equivalents (12,138) (11,458) Cash and cash equivalents, Beginning of period 69,155 37,205 -------- -------- Cash and cash equivalents, End of period $ 57,017 $ 25,747 ======== ======== </TABLE> See notes to financial statements. 5
6 THE BUCKLE, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 4, 2001 AND JULY 29, 2000 (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 accounting 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 February 3, 2001, included in The Buckle, Inc.'s 2000 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 288 stores located in 37 states throughout the central, northwestern and southern areas of the United States as of August 4, 2001, and 269 stores in 36 states as of July 29, 2000. During the second quarter of fiscal 2001, the Company opened nine new stores and substantially renovated four stores. During the second quarter of fiscal 2000, the Company opened eight new stores and substantially renovated four 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 Aug. 4, 2001 July 29, 2000 Aug. 4, 2001 July 29, 2000 ------------ ------------- ------------ ------------- <S> <C> <C> <C> <C> Denims 25.5% 19.7% 25.8% 22.3% Slacks/Casual bottoms 4.8% 4.0% 5.2% 4.1% Tops (incl. sweaters) 34.5% 33.4% 32.9% 32.6% Sportswear/Fashions 11.2% 14.4% 11.7% 13.4% Outerwear 0.5% 1.0% 0.6% 1.0% Accessories 11.0% 8.0% 10.6% 7.3% Footwear 11.3% 17.2% 12.0% 16.9% Little Guys/Gals 1.2% 2.1% 1.1% 2.2% Other .0% .2% .1% .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. 4. Accounting Pronouncements - SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", is effective for all fiscal years beginning after June 15, 2000. SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging 6
7 THE BUCKLE, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 4, 2001 AND JULY 29, 2000 (Unaudited) activities. Under SFAS 133, certain contracts that were not formerly considered derivatives may now meet the definition of a derivative. The Company adopted this statement effective February 4, 2001. The adoption of SFAS 133 did not have a significant impact on the financial position, results of operations, or cash flows of the Company. In June 2001, the Financial Accounting Standards Board ("FASB") approved the issuance of SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." These standards establish accounting and reporting for business combinations. SFAS No. 141 requires all business combinations entered into subsequent to June 30, 2001 be accounted for using the purchase method of accounting. SFAS No. 142 provides that goodwill and other intangible assets with indefinite lives will not be amortized, but will be tested for impairment on an annual basis. These standards are effective for fiscal years beginning after December 15, 2001. The Company does not believe the adoption of SFAS No. 141 and 142 will have a significant impact on the financial position, results of operations, or cash flows of the Company. In June 2001, the FASB approved the issuance of SFAS No. 143, "Accounting for Asset Retirement Obligations." This Statement addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This standard is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company does not believe the adoption of SFAS No. 143 will have a significant impact on the financial position, results of operations, or cash flows of the Company. 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. The Company recorded a cumulative effect adjustment for the change in this accounting principle in accordance with APB Opinion No. 20, Accounting Changes. 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 -------------------- ---------------------- August 4, July 29, August 4, July 29, 2001 2000 2001 2000 ----------- ----------- ---------- ---------- <S> <C> <C> <C> <C> Net Income $ 3,909 $ 3,770 $ 8,148 $ 8,366 Unrealized gain (loss) on available for sale securities, net of taxes 6 - (24) 27 -------------------------------------------------------- Total Comprehensive Income $ 3,915 $ 3,770 $ 8,124 $ 8,393 ======================================================== </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 August 4, 2001, and July 29, 2000: THE BUCKLE, INC. RESULTS OF OPERATIONS <TABLE> <CAPTION> Percentage of Net Sales Percentage of Net Sales ----------------------- ----------------------- Thirteen weeks ended Percentage Twenty-six weeks ended Percentage August 4, July 29, increase August 4, July 29, increase 2001 2000 (decrease) 2001 2000 (decrease) ---------------------------------------- ---------------------------------------- <S> <C> <C> <C> <C> <C> <C> Net sales 100.0% 100.0% 1.9% 100.0% 100.0% (.4)% Cost of sales (including buying, distribution and occupancy costs) 71.8% 71.3% 2.6% 70.9% 70.4% .4% ---------------------------------------- ---------------------------------------- Gross profit 28.2% 28.7% .3% 29.1% 29.6% (2.2)% Selling expenses 18.7% 18.7% 2.3% 19.0% 18.6% 1.9% General and administrative expenses 3.1% 3.1% 1.5% 3.2% 3.1% 3.9% ---------------------------------------- ---------------------------------------- Income from operations 6.4% 6.9% (5.6)% 6.9% 7.9% (14.2)% Other income 1.7% .9% 80.1% 1.6% 1.0% 65.5% ---------------------------------------- ---------------------------------------- Income before income taxes 8.1% 7.8% 4.9% 8.5% 8.9% (5.6)% Income tax expense 3.1% 2.9% 7.0% 3.2% 3.4% (5.4)% ---------------------------------------- ---------------------------------------- Income before cumulative effect of change in accounting 5.0% 4.9% 3.7% 5.3% 5.5% (5.7)% ======================================== ======================================== </TABLE> Net sales increased from $77.1 million in the second quarter of fiscal 2000 to $78.6 million in the second quarter of fiscal 2001, a 1.9% increase. Comparable store sales decreased from the second quarter of fiscal 2000 to the second quarter of fiscal 2001 by $9.1 million or 11.1%. Due to fiscal 2000 being a 53-week year, each of the 2001 fiscal periods is one week later than last year, creating differences in sales comparisons The comparable store sales decrease resulted partially from a 7.5% decrease in the average price per piece of merchandise sold compared with the fiscal 2000 second quarter. Net sales decreased from $155.6 million in the first six months of fiscal 2000 to $155.0 million for the first six months of fiscal 2001, a 0.4% decrease. Comparable store sales for the twenty-six weeks ended August 4, 2001 compared to the twenty-six weeks ended July 29, 2000 8
9 decreased $15.4 million or 9.9%. The comparable store sales decrease for the first six months of fiscal 2001 resulted partially from a 7.2% decrease in the average price per piece of merchandise THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS sold compared with the same period last year. 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 28 stores opened in 2000 and the opening of 14 new stores in the first twenty-six weeks of fiscal 2001. Average sales per square foot decreased 8.3% from $124.40 to $114.06 for the six months ended August 4, 2001. Gross profit after buying, occupancy, and distribution expenses increased $0.1 million in the second quarter of fiscal 2001 to $22.2 million, a 0.3% increase. As a percentage of net sales, gross profit decreased from 28.7% in the second quarter of fiscal 2000 to 28.2% in the second quarter of fiscal 2001. Gross profit decreased $1.0 million for the first twenty-six weeks of fiscal 2001 to $45.0 million, a 2.2% decrease. As a percentage of net sales, gross profit in the first six months decreased from 29.6% for fiscal 2000, to 29.1% for fiscal 2001. The decrease in gross profit as a percentage of net sales for both the three and six month periods of fiscal 2001 compared to the same periods of fiscal 2000 was primarily attributable to higher occupancy costs partially offset by an improvement in the actual merchandise margins. Selling expenses increased from $14.4 million for the second quarter of fiscal 2000 to $14.7 million for the second quarter of fiscal 2001, a 2.3% increase. Selling expenses as a percentage of net sales remained the same at 18.7% for the second quarter of fiscal 2001 compared to the second quarter of fiscal 2000. Year-to-date selling expense rose 1.9% from $28.9 million through the first half of fiscal 2000 to $29.4 million for the first half of fiscal 2001. As a percentage of net sales, selling expense in the first six months increased from 18.6% for fiscal 2000, to 19.0% for fiscal 2001. The increase was primarily attributable to higher sales salaries, higher advertising expenses, and higher travel expenses as a percentage of net sales due to a decline in leverage provided by comparable store sales. General and administrative expenses increased from $2.4 million in the second quarter of fiscal 2000 to $2.5 million in the second quarter of fiscal 2001, a 1.5% increase. As a percentage of net sales, general and administrative expenses remained the same at 3.1% for the second quarter of fiscal 2001 compared to the second quarter of fiscal 2000. For the first half of fiscal 2001, general and administrative expense rose 3.9% from $4.8 million for the six months ended July 29, 2000, to $5.0 million for the six months ended August 4, 2001. As a percentage of net sales, general and administrative expense increased to 3.2% for the first half of fiscal 2001 compared to 3.1% for the first half of fiscal 2000. Increases in general and administrative expenses for the first six months, as a percentage of net sales, resulted primarily from higher payroll and travel expenses due to a decline in leverage provided by comparable store sales. As a result of the above changes, the Company's income from operations decreased $0.3 million to $5.0 million for the second quarter of fiscal 2001 compared to $5.3 million for the second quarter of fiscal 2000, a 5.6% decrease. Income from operations was 6.4% of net sales in the second quarter of fiscal 2001 compared to 6.9% in the second quarter of fiscal 2000. Income from operations, year-to-date through August 4, 2001, was $10.6 million, a $1.8 million decrease from the first half of the prior year. Income from operations was 6.9% of net sales for the first six months of fiscal 2001 compared to 7.9% for the first six months of fiscal 2000. 9
10 THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the quarter ended August 4, 2001, other income increased $0.6 million. For the six months ended August 4, 2001, other income increased $1.0 million. Other income increased in the first six months of fiscal 2001 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 37.7% in the first half of fiscal 2001 compared to 37.6% in the first half of 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. 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 2001 and 2000, the Company's cash flow used by operating activities was $7.1 and $6.8 million, respectively. 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, and construction costs for opening new stores. The Company has available an unsecured operating line of credit of $7.5 million and a $10.0 million unsecured 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 August 4, 2001, the Company had working capital of $145.0 million, including $57.0 million of cash and cash equivalents and short-term investments of $39.7 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 2001 or fiscal 2000. During the first half of fiscal 2001 and 2000 the Company invested $6.2 million and $8.4 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 $0.3 million and $0.4 million in the first half of fiscal 2001 and 2000, respectively, in capital expenditures for the corporate headquarters and distribution center. During the remainder of fiscal 2001, the Company anticipates completing approximately thirteen additional store construction projects, including approximately ten new stores and approximately three stores to be remodeled and/or relocated. As of August 4, 2001, eleven additional lease contracts have been signed, and additional leases are in various stages of negotiation. Management now estimates that total capital expenditures during fiscal 2001 will be approximately $18.0 million before any landlord allowances, estimated to be at approximately $3.0 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. 10
11 THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 1998, 1999, and 2000, 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 August 4, 2001, and July 29, 2000. 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. 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. 11
12 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) May 31, 2001, 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 L. Hoberman David A. Roehr <TABLE> <CAPTION> NUMBER OF SHARES* ---------------- For Against Abstain --- ------- ------- <S> <C> <C> <C> (c) 1. Election of Board of Directors: Daniel J. Hirschfeld 18,861,093 0 1,031,381 Dennis H. Nelson 18,860,368 0 1,032,106 Karen B. Rhoads 18,861,688 0 1,030,786 Bill L. Fairfield 19,498,246 0 394,228 Robert E. Campbell 19,535,995 0 356,479 William D. Orr 19,535,195 0 357,279 Ralph M. Tysdal 19,535,095 0 357,379 Bruce L. Hoberman 19,522,295 0 370,179 David A. Roehr 19,522,295 0 370,179 2. Appoint Deloitte & Touche LLP as independent accountants. 19,834,659 41,953 15,862 3. Appove Amendment to Company's 1997 Executive Stock Option Plan 17,388,542 2,278,457 225,475 </TABLE> (d) 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 August 4, 2001. 12
13 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 13, 2001 /s/ DENNIS H. NELSON ----------------------- ----------------------------------- DENNIS H. NELSON, President and CEO Dated: September 13, 2001 /s/ KAREN B. RHOADS ----------------------- ----------------------------------- KAREN B. RHOADS, Vice President of Finance and CFO 13