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 NOVEMBER 3, 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 December 3, 2001 was 21,059,313 shares of Common Stock.
THE BUCKLE, INC. FORM 10-Q INDEX <TABLE> <CAPTION> Pages ----- Part I. Financial Information (unaudited) <S> <C> <C> Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 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 November 3, 2001 Signatures 14 </TABLE> 2
THE BUCKLE, INC. BALANCE SHEETS (Columnar amounts in thousands) (Unaudited) ASSETS - ------ November 3, February 3, CURRENT ASSETS 2001 2001 --------- --------- Cash and cash equivalents $ 64,673 $ 69,155 Short-term investments: Held-to-maturity 33,292 34,847 Available-for-sale 4,041 4,398 Accounts receivable, net of allowance of $200,000 and $250,000, respectively 4,992 2,068 Inventory 79,508 54,392 Prepaid expenses and other assets 3,922 6,593 --------- --------- Total current assets 190,428 171,453 --------- --------- PROPERTY AND EQUIPMENT 111,628 103,686 Less accumulated depreciation and amortization 55,199 47,605 --------- --------- 56,429 56,081 --------- --------- OTHER ASSETS 3,081 2,999 --------- --------- $ 249,938 $ 230,533 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES Accounts payable $ 17,634 $ 13,703 Accrued employee compensation 7,854 11,753 Accrued store operating expenses 4,369 4,072 Gift certificates redeemable 1,607 2,199 Income taxes payable 3,409 3,890 --------- --------- Total current liabilities 34,873 35,617 DEFERRED COMPENSATION 888 850 --------- --------- Total liabilities 35,761 36,467 --------- --------- STOCKHOLDERS' EQUITY Common stock, authorized 100,000,000 shares of $.01 par value; issued 20,699,988 and 20,378,657 shares, respectively 207 204 Additional paid-in capital 13,493 13,006 Retained earnings 200,616 181,447 Unearned compensation - restricted stock (158) (620) Accumulated other comprehensive income 19 29 --------- --------- Total stockholders' equity 214,177 194,066 --------- --------- $ 249,938 $ 230,533 ========= ========= See notes to financial statements. 3
THE BUCKLE, INC. STATEMENTS OF INCOME (Amounts in thousands, except per share data) (Unaudited) <TABLE> <CAPTION> Thirteen Weeks Ended Thirty-nine Weeks Ended -------------------- ----------------------- November 3, October 28, November 3, October 28, 2001 2000 2001 2000 --------- --------- --------- --------- <S> <C> <C> <C> <C> SALES, net of returns and allowances $ 111,142 $ 114,161 $ 266,177 $ 269,773 COST OF SALES (including buying, distribution and occupancy costs) 72,412 74,343 182,409 183,907 --------- --------- --------- --------- Gross profit 38,730 39,818 83,768 85,866 --------- --------- --------- --------- OPERATING EXPENSES: Selling 18,932 18,910 48,354 47,777 General and administrative 3,051 2,940 8,066 7,768 --------- --------- --------- --------- 21,983 21,850 56,420 55,545 --------- --------- --------- --------- Income from operations 16,747 17,968 27,348 30,321 OTHER INCOME 775 644 3,252 2,141 --------- --------- --------- --------- Income before income taxes 17,522 18,612 30,600 32,462 Income tax expense 6,501 7,007 11,431 12,221 --------- --------- --------- --------- Income before cumulative effect of change in accounting 11,021 11,605 19,169 20,241 Cumulative effect of change in accounting, net of taxes - - - (270) --------- --------- --------- --------- NET INCOME $ 11,021 $ 11,605 $ 19,169 $ 19,971 ========= ========= ========= ========= Per share amounts: Basic income per share: Income before cumulative effect of change in accounting $ 0.53 $ 0.56 $ 0.93 $ 0.98 Cumulative effect of change in accounting, net of taxes - - - (.01) --------- --------- --------- --------- Net income $ 0.53 $ 0.56 $ 0.93 $ 0.97 ========= ========= ========= ========= Diluted income per share: Income before cumulative effect of change in accounting $ 0.51 $ 0.54 $ 0.89 $ 0.94 Cumulative effect of change in accounting, net of taxes - - - (.01) --------- --------- --------- --------- Net income $ 0.51 $ 0.54 $ 0.89 $ 0.93 ========= ========= ========= ========= </TABLE> See notes to financial statements. 4
THE BUCKLE, INC. STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) <TABLE> <CAPTION> Thirty-nine Weeks Ended ----------------------- November 3, 2001 October 28, 2000 ---------------- ----------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 19,169 $ 19,971 Adjustments to reconcile net income to net cash flows from operating activities Depreciation 8,748 8,404 Loss on disposal of assets 266 291 Amortization of unearned compensation-restricted stock 93 198 Reverse compensation expense on forfeited stock (483) - Cumulative effect of change in accounting method - 270 Changes in operating assets and liabilities Accounts receivable (2,924) (991) Inventory (25,116) (16,740) Prepaid expenses and other assets 2,671 (1,021) Accounts payable 3,931 359 Accrued employee compensation (3,899) (1,297) Accrued store operating expenses 297 157 Gift certificates redeemable (592) (521) Income taxes payable (481) 2,318 Deferred compensation 38 408 -------- -------- Net cash flows from operating activities 1,718 11,806 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Change in short-term investments 1,902 7,809 Purchase of property and equipment (9,362) (11,812) Change in other assets (82) (248) -------- -------- Net cash flows from investing activities (7,542) (4,251) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Purchases of common stock (1,281) (7,304) Proceeds from the exercise of stock options 2,623 1,329 -------- -------- Net cash flows from financing activities 1,342 (5,975) -------- -------- Net increase (decrease) in cash and cash equivalents (4,482) 1,580 Cash and cash equivalents, Beginning of period 69,155 37,205 -------- -------- Cash and cash equivalents, End of period $ 64,673 $ 38,785 ======== ======== </TABLE> See notes to financial statements. 5
THE BUCKLE, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN AND THIRTY-NINE WEEKS ENDED NOVEMBER 3, 2001 AND OCTOBER 28, 2000 (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 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 298 stores located in 37 states primarily throughout the central, northwestern and southern areas of the United States as of November 3, 2001, and 274 stores in 36 states as of October 28, 2000. During the third quarter of fiscal 2001, the Company opened ten new stores and substantially renovated one store. During the third quarter of fiscal 2000, the Company opened five 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 Thirty-nine Weeks Ended -------------------- ----------------------- Merchandise Group Nov. 3, 2001 Oct. 28, 2000 Nov. 3, 2001 Oct. 28, 2000 ------------ ------------- ------------ ------------- <S> <C> <C> <C> <C> Denims 31.5% 30.6% 28.2% 25.9% Slacks/Casual bottoms 5.6% 6.7% 5.4% 5.1% Tops (incl. sweaters) 34.0% 32.0% 33.3% 32.4% Sportswear/Fashions 1.9% 2.5% 7.5% 8.7% Outerwear 4.6% 5.0% 2.2% 2.7% Accessories 9.3% 7.7% 10.1% 7.5% Footwear 11.9% 12.7% 12.0% 15.1% Little Guys/Gals 1.1% 2.7% 1.2% 2.4% Other .1% .1% .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
THE BUCKLE, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN AND THIRTY-NINE WEEKS ENDED NOVEMBER 3, 2001 AND OCTOBER 28, 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. In August 2001, the FASB approved the issuance of SFAS No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets." This Statement replaces SFAS No. 121, "Accounting for the Impairment or Disposal of Long-Lived Assets," and replaces the places the provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business" for the disposal of segments of a business. The Statement develops one accounting model for long-lived assets to be disposed of by sale and broadens the reporting of discontinued operations. The provisions of Statement No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company does not believe the adoption of SFAS No. 144 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. 7
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 -------------------- ----------------------- November 3, October 28, November 3, October 28, 2001 2000 2001 2000 ------------ ------------- ----------- ----------- <S> <C> <C> <C> <C> Net Income $ 11,021 $ 11,605 $ 19,169 $ 19,971 Unrealized gain (loss) on available for sale securities, net of taxes 14 18 (10) 45 --------------------------------------------------------------------------- Total Comprehensive Income $ 11,035 $ 11,623 $ 19,159 $ 20,016 =========================================================================== </TABLE> 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 November 3, 2001, and October 28, 2000: 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 Nov. 3, Oct. 28, increase Nov. 3, Oct. 28 increase 2001 2000 (decrease) 2001 2000 (decrease) ---------------------------------------- ---------------------------------------- <S> <C> <C> <C> <C> <C> <C> Net sales 100.0% 100.0% (2.6)% 100.0% 100.0% (1.3)% Cost of sales (including buying, distribution and occupancy costs) 65.2% 65.1% (2.6)% 68.5% 68.2% (0.8)% ---------------------------------------- ---------------------------------------- Gross profit 34.8% 34.9% (2.7)% 31.5% 31.8% (2.4)% Selling expenses 17.0% 16.6% 0.1% 18.2% 17.7% 1.2% General and administrative expenses 2.7% 2.6% 3.8% 3.0% 2.9% 3.8% ---------------------------------------- ---------------------------------------- Income from operations 15.1% 15.7% (6.8)% 10.3% 11.2% (9.8)% Other income .7% .6% 20.3% 1.2% .8% 51.9% ---------------------------------------- ---------------------------------------- Income before income taxes 15.8% 16.3% (5.9)% 11.5% 12.0% (5.7)% Income tax expense 5.9% 6.1% (7.2)% 4.3% 4.5% (6.5)% ---------------------------------------- ---------------------------------------- Income before cumulative effect of change in accounting 9.9% 10.2% (5.0)% 7.2% 7.5% (5.3)% ======================================== ======================================== </TABLE> Net sales decreased from $114.2 million in the third quarter of fiscal 2000 to $111.1 million in the third quarter of fiscal 2001, a 2.6% decrease. Comparable store sales decreased from the third quarter of fiscal 2000 to the third quarter of fiscal 2001 by $4.1 million or 3.9%. 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 3.4% decrease in the average price per piece of merchandise sold compared with the fiscal 2000 third quarter. Net sales decreased from $269.8 million in the first nine months of fiscal 2000 to $266.2 million for the first nine months of fiscal 2001, a 1.3% decrease. Comparable store sales for the thirty-nine weeks ended November 3, 2001 compared to the thirty-nine weeks ended October 28, 2000 9
THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS decreased $19.4 million or 7.6%. The comparable store sales decrease for the first nine months of fiscal 2001 resulted partially from a 5.8% decrease in the average price per piece of merchandise sold compared with the same period last year. Sales growth of 6.3% for this thirty-nine week period was attributable to the inclusion of a full nine months of operating results for the 28 stores opened in 2000 and the opening of 24 new stores in the first thirty-nine weeks of fiscal 2001. Average sales per square foot decreased 9.4% from $213 to $193 for the nine months ended November 3, 2001. Gross profit after buying, occupancy, and distribution expenses decreased $1.1 million in the third quarter of fiscal 2001 to $38.7 million, a 2.7% decrease. As a percentage of net sales, gross profit decreased from 34.9% in the third quarter of fiscal 2000 to 34.8% in the third quarter of fiscal 2001. Gross profit decreased $2.1 million for the first thirty-nine weeks of fiscal 2001 to $83.8 million, a 2.4% decrease. As a percentage of net sales, gross profit in the first nine months decreased from 31.8% for fiscal 2000, to 31.5% 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 remained the same at $18.9 million for the third quarter of fiscal 2001 compared to the third quarter of fiscal 2000. Selling expenses as a percentage of net sales increased from 16.6% for fiscal 2000 to 17.0% for fiscal 2001. Year-to-date selling expense rose 1.2% from $47.8 million through the first nine months of fiscal 2000 to $48.4 million for the first nine months of fiscal 2001. As a percentage of net sales, selling expense in the first nine months increased from 17.7% for fiscal 2000, to 18.2% for fiscal 2001. The increase was primarily attributable to higher sales salaries 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 $2.9 million in the third quarter of fiscal 2000 to $3.1 million in the third quarter of fiscal 2001, a 3.8% increase. As a percentage of net sales, general and administrative expenses increased to 2.7% for the third quarter of fiscal 2001 compared to 2.6% for the third quarter of fiscal 2000. For the first nine months of fiscal 2001, general and administrative expense rose 3.8% from $7.8 million for the nine months ended October 28, 2000, to $8.1 million for the nine months ended November 3, 2001. As a percentage of net sales, general and administrative expense increased to 3.0% for the first nine months of fiscal 2001 compared to 2.9% for the first nine months of fiscal 2000. Increases in general and administrative expenses for the first nine 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 $1.2 million to $16.7 million for the third quarter of fiscal 2001 compared to $18.0 million for the third quarter of fiscal 2000, a 6.8% decrease. Income from operations was 15.1% of net sales in the third quarter of fiscal 2001 compared to 15.7% in the third quarter of fiscal 2000. Income from operations, year-to-date through November 3, 2001, was $27.3 million, a $3.0 million decrease from the first nine months of the prior year. Income from operations was 10.3% of net sales for the first nine months of fiscal 2001 compared to 11.2% for the first nine months of fiscal 2000, a 9.8% decrease. 10
THE BUCKLE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the quarter ended November 3, 2001, other income increased from $0.6 million in the third quarter of fiscal 2000 to $0.8 million for the third quarter of fiscal 2001. For the nine months ended November 3, 2001, other income increased $1.1 million. Other income increased in the first nine 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 37.4% in the first nine months of fiscal 2001 compared to 37.6% in the first nine months 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. During the first three quarters of fiscal 2001 and 2000, the Company's cash flow provided by operating activities was $1.7 million and $11.8 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 decrease in cash and cash equivalents for the first nine months of this year, versus a net increase for the first nine months of last year, were a greater build of inventory and a lesser reduction in short-term investments. The Company has available an unsecured line of credit of $7.5 million and a $10.0 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 November 3, 2001, the Company had working capital of $155.5 million, including $64.7 million of cash and cash equivalents and short-term investments of $37.3 million. The Company has, from time to time, borrowed against these lines during periods of peak inventory build-up. There no bank borrowings during the first nine months of fiscal 2001 and only minor bank borrowings during the first nine months of fiscal 2000. During the first three quarters of fiscal 2001 and 2000 the Company invested $8.8 million and $11.3 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 $0.6 million and $0.5 million in the first nine months of fiscal 2001 and 2000, respectively, in capital expenditures for the corporate headquarters and distribution center. The Company completed its new store construction for fiscal 2001 during the third quarter. During the remainder of fiscal 2001, the Company anticipates completing one additional store-remodeling project. As of November 3, 2001, one additional lease contract has been signed, and additional leases are in various stages of negotiation. Management now estimates that total capital expenditures during fiscal 2001 will be approximately $16.0 million before any landlord allowances, estimated to be at approximately $5.0 million. 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 thirty-nine week periods ended November 3, 2001, and October 28, 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. 12
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 November 3, 2001. 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: December 13, 2001 /s/ DENNIS H. NELSON ---------------------- ------------------------------------ DENNIS H. NELSON, President and CEO Dated: December 13, 2001 /s/ KAREN B. RHOADS ---------------------- ------------------------------------ KAREN B. RHOADS, Vice President of Finance and CFO 14