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 29, 2005
[ ] 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: 001-12951
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate by check mark whether the registrant is a Shell Company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares issued of the Registrant's Common Stock, outstanding as of
November 25, 2005 was 19,541,048 shares of Common Stock.
THE BUCKLE, INC.
FORM 10-Q
INDEX
Pages
Part I. Financial Information (unaudited)
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
Part II. Other Information
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 20
Signatures 21
2
THE BUCKLE, INC.
BALANCE SHEETS
(Dollar Amounts in Thousands Except Share and Per Share Amounts)
- --------------------------------------------------------------------------------
OCTOBER 29, JANUARY 29,
ASSETS 2005 2005
--------- ---------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 90,788 $ 173,897
Investments 27,224 25,523
Accounts receivable, net of allowance of $61 and $113, respectively 3,262 1,887
Inventory 101,336 68,330
Prepaid expenses and other assets 6,070 5,693
--------- ---------
Total current assets 228,680 275,330
--------- ---------
PROPERTY AND EQUIPMENT 196,349 179,056
Less accumulated depreciation (105,449) (95,514)
--------- ---------
90,900 83,542
--------- ---------
LONG-TERM INVESTMENTS 37,202 44,032
OTHER ASSETS 2,639 2,639
--------- ---------
TOTAL ASSETS $ 359,421 $ 405,543
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 16,853 $ 12,665
Accrued employee compensation 13,363 18,467
Accrued store operating expenses 4,658 4,236
Gift certificates redeemable 3,207 4,654
Income taxes payable 7,935 5,714
--------- ---------
Total current liabilities 46,016 45,736
DEFERRED COMPENSATION 2,337 1,799
DEFERRED RENT LIABILITY 26,601 25,080
--------- ---------
Total liabilities 74,954 72,615
--------- ---------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, authorized 100,000,000 shares of $.01 par value; issued and
outstanding; 19,531,411 and 21,685,008 shares, respectively 195 217
Additional paid-in capital 40,300 26,857
Retained earnings 246,138 305,854
Unearned compensation - restricted stock (2,166) -
--------- ---------
Total stockholders' equity 284,467 332,928
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 359,421 $ 405,543
========= =========
See notes to financial statements.
3
THE BUCKLE, INC.
STATEMENTS OF INCOME (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
--------------------------- ---------------------------
OCTOBER 29, OCTOBER 30, OCTOBER 29, OCTOBER 30,
2005 2004 2005 2004
----------- ----------- ----------- -----------
SALES, net of returns and allowances $138,067 $133,722 $347,744 $325,344
COST OF SALES (including buying,
distribution and occupancy costs) 81,818 81,531 217,999 212,697
-------- -------- -------- --------
Gross profit 56,249 52,191 129,745 112,647
-------- -------- -------- --------
OPERATING EXPENSES:
Selling 27,060 24,785 69,674 61,518
General and administrative 4,096 4,814 12,074 12,564
-------- -------- -------- --------
31,156 29,599 81,748 74,082
-------- -------- -------- --------
Income from operations 25,093 22,592 47,997 38,565
OTHER INCOME, Net 1,116 910 3,853 2,653
-------- -------- -------- --------
Income before income taxes 26,209 23,502 51,850 41,218
PROVISION FOR INCOME TAXES 9,619 8,624 19,086 15,135
-------- -------- -------- --------
NET INCOME $ 16,590 $ 14,878 $ 32,764 $ 26,083
======== ======== ======== ========
Per share amounts:
Basic income per share $ 0.85 $ 0.70 $ 1.66 $ 1.22
======== ======== ======== ========
Diluted income per share $ 0.82 $ 0.67 $ 1.59 $ 1.18
======== ======== ======== ========
Basic weighted average shares 19,458 21,357 19,756 21,377
Diluted weighted average shares 20,184 22,132 20,597 22,177
See notes to financial statements.
4
THE BUCKLE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
- --------------------------------------------------------------------------------
ADDITIONAL
COMMON PAID-IN RETAINED UNEARNED
STOCK CAPITAL EARNINGS COMPENSATION TOTAL
--------- ---------- --------- ------------ ---------
BALANCE, January 29, 2005 $ 217 $ 26,857 $ 305,854 $ - $ 332,928
Net income - - 32,764 - 32,764
Dividends paid on common stock,
($0.12 per share) - - (2,264) - (2,264)
($0.15 per share) - - (2,925) - (2,925)
($0.17 per share) - - (3,321) - (3,321)
Common stock (787,778 shares)
issued on exercise of stock options 7 11,415 - - 11,422
Issuance of restricted stock 1 2,669 - (2,670) -
Amortization of restricted stock grant - - - 504 504
Common stock (3,018,875 shares)
purchased and retired (30) (641) (83,970) - (84,641)
--------- --------- --------- --------- ---------
BALANCE, October 29, 2005 $ 195 $ 40,300 $ 246,138 $ (2,166) $ 284,467
========= ========= ========= ========= =========
BALANCE, January 31, 2004 $ 215 $ 24,245 $ 272,125 $ (2,740) $ 293,845
Net income - - 26,083 - 26,083
Dividends paid on common stock,
($0.10 per share) - (4,312) - (4,312)
($0.12 per share) - (2,590) - (2,590)
Common stock (196,831 shares)
issued on exercise of stock options 1 3,120 - - 3,121
Amortization of restricted stock grant - - - 2,055 2,055
Forfeiture of restricted stock (757 shares) - (16) - - (16)
Common stock (130,700 shares)
purchased and retired (1) (3,443) - - (3,444)
--------- --------- --------- --------- ---------
BALANCE, October 30, 2004 $ 215 $ 23,906 $ 291,306 $ (685) $ 314,742
========= ========= ========= ========= =========
See notes to financial statements.
5
THE BUCKLE, INC.
STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
- --------------------------------------------------------------------------------
THIRTY-NINE WEEKS ENDED
----------------------------
OCTOBER 29, OCTOBER 30,
2005 2004
----------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 32,764 $ 26,083
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation 12,525 11,913
Amortization of unearned compensation - restricted stock 504 2,054
Deferred taxes - (55)
(Gain) loss on disposal of assets (90) 303
Changes in operating assets and liabilities:
Accounts receivable (1,375) 1,412
Inventory (33,006) (33,563)
Prepaid expenses (377) 3,871
Accounts payable 4,188 1,938
Accrued employee compensation (5,104) (961)
Accrued store operating expenses 422 1,291
Gift certificates redeemable (1,447) (999)
Long-term liabilities and deferred compensation 2,059 743
Income taxes payable 2,221 5,898
--------- ---------
Net cash flows from operating activities 13,284 19,928
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (19,975) (12,285)
Proceeds from sale of property and equipment 182 -
Change in other assets - 200
Purchase of investments (16,310) (17,837)
Proceeds from sales and maturities of investments 21,439 20,731
--------- ---------
Net cash flows from investing activities (14,664) (9,191)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of stock options 11,422 3,121
Purchases of common stock (84,641) (3,460)
Payment of dividends (8,510) (6,901)
--------- ---------
Net cash flows from financing activities (81,729) (7,240)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (83,109) 3,497
CASH AND CASH EQUIVALENTS, Beginning of period 173,897 119,976
--------- ---------
CASH AND CASH EQUIVALENTS, End of period $ 90,788 $ 123,473
========= =========
See notes to financial statements.
6
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 29, 2005 AND OCTOBER 30, 2004
(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, 2005, included in The Buckle, Inc.'s 2004
Form 10-K.
2. Stock-Based Compensation - The Company has several stock option plans which
allow for granting of stock options to employees and directors, as
described more fully in the notes included in the Company's 2004 Annual
Report. A total of 3,255,000 shares of common stock were authorized for
grants under such plans as of October 29, 2005; of these authorized shares,
324,635 shares were available for grant under the various plans, of which
195,350 were available for grant to executive officers. The Company
accounts for those plans under the recognition and measurement principles
of APB Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations. The stock-based compensation expense reflected in
net income for the thirteen and thirty-nine week periods ended October 29,
2005 relates to the issuance of 77,500 shares of restricted stock on
February 22, 2005. The stock-based compensation expense reflected in net
income for the thirteen and thirty-nine week periods ended October 30, 2004
relates to the issuance of 169,840 shares of restricted stock on June 26,
2003. There is no recorded expense from the issuance of stock options, as
all options granted under the various plans had an exercise price equal to
the market value of the common stock on the date of grant. The following
table illustrates the effect of the restricted stock expense on net income
and the impact on net income and earnings per share if the Company had
applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee
compensation.
Thirteen Weeks Ended Thirty-nine Weeks Ended
--------------------------- ---------------------------
Oct. 29, 2005 Oct. 30, 2004 Oct. 29, 2005 Oct. 30, 2004
--------------------------- ---------------------------
(Dollar amounts in thousands, except per share amounts)
Net income, as reported $ 16,590 $ 14,878 $ 32,764 $ 26,083
Add: Stock-based employee compensation expense
included in reported net income, net of related
tax effects 53 434 419 1,290
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects (512) (884) (1,839) (3,142)
-------- -------- -------- ----------
Pro forma net income $ 16,131 $ 14,428 $ 31,344 $ 24,231
======== ======== ======== ==========
Earnings per share:
Basic - as reported $ 0.85 $ 0.70 $ 1.66 $ 1.22
======== ======== ======== ==========
Basic - pro forma $ 0.83 $ 0.68 $ 1.59 $ 1.13
======== ======== ======== ==========
Diluted - as reported $ 0.82 $ 0.67 $ 1.59 $ 1.18
======== ======== ======== ==========
Diluted - pro forma $ 0.80 $ 0.65 $ 1.52 $ 1.09
======== ======== ======== ==========
7
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 29, 2005 AND OCTOBER 30, 2004
(Unaudited)
The weighted average fair value of options granted during the thirteen and
thirty-nine week periods ended October 29, 2005 and October 30, 2004,
respectively, under the SFAS No. 123 methodology was $16.40 and $14.93 per
option, respectively. The fair value of options granted under the Plans was
estimated at the date of grant using a Black-Scholes option pricing model with
the following assumptions:
2005 2004
Risk-free interest rate 4.00% 4.00%
Dividend yield 1.50% 1.50%
Expected volatility 65.0% 65.0%
Expected life (years) 7.0 7.0
A summary of the Company's stock-based compensation activity related to stock
options for the fiscal quarters ended October 29, 2005 and October 30, 2004 is
as follows:
2005 2004
------------------------ ---------------------
Weighted Weighted
Average Average
Exercise Exercise
Number Price Number Price
---------- -------- --------- -------
Outstanding - beginning
of quarter 2,689,388 $ 20.84 3,817,229 $ 19.01
Granted - n/a - n/a
Expired/terminated (3,603) 24.49 (132,058) 21.14
Exercised (22,918) 18.79 (72,841) 15.83
---------- ------- --------- -------
Outstanding - end of quarter 2,662,867 $ 20.85 3,612,330 $ 19.00
========== ======= ========= =======
There were 2,066,742 and 1,545,555 options exercisable at October 29, 2005 and
October 30, 2004, respectively.
The following table summarizes information about stock options outstanding as of
October 29, 2005:
Options Outstanding Options Exercisable
- --------------------------------------------------------------------------- -------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life Price Exercisable Price
$ 6.250 $ 6.333 112,350 0.26 years $ 6.33 112,350 $ 6.33
8.667 9.292 76,588 1.27 9.24 76,588 9.24
11.750 17.010 483,040 5.89 16.46 478,540 16.46
17.188 23.950 1,222,235 4.25 20.91 1,207,625 20.94
25.750 34.083 768,654 6.15 26.80 191,639 28.11
--------- ---- ------- --------- -------
2,662,867 4.84 years $ 20.85 2,066,742 $ 19.34
========= ==== ======= ========= =======
3. Description of the Business - The Company is a retailer of medium to better
priced casual apparel, footwear and accessories for fashion conscious young
men and women. The Company operates its business as one reportable industry
segment. The Company had 337 stores located in 38 states throughout the
central, northwestern and southern regions of the United States as of
October 29, 2005, and 327 stores in 38 states as of October 30, 2004.
During the third quarter of fiscal 2005, the Company opened four new stores
and substantially renovated three stores. During the third quarter of
fiscal 2004, the Company opened three new stores and substantially
renovated one store.
8
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 29, 2005 AND OCTOBER 30, 2004
(Unaudited)
The following is information regarding the Company's major product lines,
stated as a percentage of the Company's net sales:
Thirteen Weeks Ended Thirty-nine Weeks Ended
Merchandise Group Oct. 29, 2005 Oct. 30, 2004 Oct. 29, 2005 Oct. 30, 2004
--------------------------------- ---------------------------------
Denims 44.2% 43.8% 41.7% 39.0%
Tops (including sweaters) 30.0 32.1 30.3 32.2
Accessories 9.4 10.0 9.6 10.9
Footwear 8.2 7.3 8.6 7.9
Sportswear/Fashions 0.8 1.1 4.4 6.0
Casual bottoms 2.6 2.3 2.7 2.4
Outerwear 4.7 3.3 2.6 1.6
Other 0.1 0.1 0.1 0.0
-------------- -------------- -------------- --------------
100.0% 100.0% 100.0% 100.0%
============== ============== ============== ==============
4. 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. Options to purchase 179,835 shares of common stock
for the period ended October 30, 2004, are not included in the computation
of diluted earnings per share because the options would be considered
anti-dilutive.
Thirteen Weeks Ended Thirteen Weeks Ended
October 29, 2005 October 30, 2004
------------------------------------ ------------------------------------
(Dollar amounts in thousands, except per share amounts)
Per Share Per Share
Income Shares Amount Income Shares Amount
------------------------------------ ------------------------------------
Basic EPS
Net income $ 16,590 19,458 $ 0.85 $ 14,878 21,357 $ 0.70
Effect of Dilutive
Securities
Stock options - 726 (0.03) - 775 (0.03)
-------- ------ ------- -------- ------ -------
Diluted EPS $ 16,590 20,184 $ 0.82 $ 14,878 22,132 $ 0.67
======== ====== ======= ======== ====== =======
Thirty-nine Weeks Ended Thirty-nine Weeks Ended
October 29, 2005 October 30, 2004
------------------------------------ ------------------------------------
Per Share Per Share
Income Shares Amount Income Shares Amount
------------------------------------ ------------------------------------
Basic EPS
Net income $ 32,764 19,756 $ 1.66 $ 26,083 21,377 $ 1.22
Effect of Dilutive
Securities
Stock options - 841 (0.07) - 800 (0.04)
-------- ------ ------- -------- ------ -------
Diluted EPS $ 32,764 20,597 $ 1.59 $ 26,083 22,177 $ 1.18
======== ====== ======= ======== ====== =======
9
THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 29, 2005 AND OCTOBER 30, 2004
(Unaudited)
5. Related Party Transactions - On March 24, 2005, the Company entered into an
agreement with Daniel J. Hirschfeld, founder and Chairman, to purchase a
total of 3,000,000 shares of the Company's outstanding stock from Mr.
Hirschfeld. The shares represented approximately 13.8% of the Company's
total shares of Common Stock then outstanding. The shares were purchased
for $28.00 per share, or a total purchase price of $84 million. The Company
retired the purchased shares, reducing the total shares outstanding and
reducing Mr. Hirschfeld's ownership percentage to approximately 53% as of
March 24, 2005.
The stock repurchase transaction was negotiated by a Special Committee of
The Buckle, Inc.'s Board of Directors. The Special Committee was comprised
of all of the Company's independent Directors, and therefore the
transaction was approved by the independent Directors on the Company's
Board. In connection with this transaction, the Special Committee received
a written fairness opinion from Houlihan Lokey Howard & Zukin Financial
Advisors, Inc., an international investment bank.
10
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and notes thereto of the Company included in this Form 10-Q. 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.
EXECUTIVE OVERVIEW
Management considers the following items to be key performance indicators in
evaluating Company performance.
Comparable Store Sales - Stores are deemed to be comparable stores if they were
open in the prior year on the first day of the fiscal period being presented.
Stores which have been remodeled, expanded and/or relocated, but would otherwise
be included as comparable stores, are not excluded from the comparable store
sales calculation. Management considers comparable store sales to be an
important indicator of current company performance, helping provide positive
operating leverage for certain fixed costs when results are positive. Negative
comparable store sales results could reduce net sales and have a negative impact
on operating leverage, thus reducing net earnings. Beginning with the four-week
period ended May 1, 2004, the Company changed its method of reporting comparable
store sales to exclude internet sales. Comparable store sales reported for all
periods subsequent to that date reflect the impact of this change and for all
prior periods the impact was immaterial.
Net Merchandise Margins - Management evaluates the components of merchandise
margin including initial markup and the amount of markdowns during a period. Any
inability to obtain acceptable levels of initial markups or any significant
increase in the Company's use of markdowns, could have an adverse effect on the
Company's gross margin and results of operations.
Operating Margin - Operating margin is a good indicator for management of the
Company's success. Operating margin can be positively or negatively affected by
comparable store sales, merchandise margins, occupancy costs and the Company's
ability to control operating costs.
Cash Flow and Liquidity (working capital) - Management reviews current cash and
short-term investments along with cash flow from operating, investing and
financing activities to determine the Company's short-term cash needs for
operations and expansion. 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.
11
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 29, 2005, and October 30, 2004:
PERCENTAGE OF NET SALES PERCENTAGE OF NET SALES
THIRTEEN WEEKS ENDED PERCENTAGE THIRTY-NINE WEEKS ENDED PERCENTAGE
------------------------------- INCREASE/ ----------------------------- INCREASE/
OCT. 29, 2005 OCT. 30, 2004 (DECREASE) OCT. 29, 2005 OCT. 30, 2004 (DECREASE)
-------------------------------------------- -----------------------------------------
Net sales 100.0% 100.0% 3.2% 100.0% 100.0% 6.9%
Cost of sales (including
buying, distribution
and occupancy costs) 59.3% 61.0% 0.4% 62.7% 65.4% 2.5%
------------------------------------------- ----------------------------------------
Gross profit 40.7% 39.0% 7.8% 37.3% 34.6% 15.2%
Selling expenses 19.6% 18.5% 9.2% 20.0% 18.9% 13.3%
General and administrative
expenses 3.0% 3.6% -14.9% 3.5% 3.9% -3.9%
------------------------------------------- ----------------------------------------
Income from operations 18.1% 16.9% 11.1% 13.8% 11.8% 24.5%
Other income, net 0.8% 0.7% 22.7% 1.1% 0.8% 45.2%
------------------------------------------- ----------------------------------------
Income before income taxes 18.9% 17.6% 11.5% 14.9% 12.6% 25.8%
Provision for income taxes 7.0% 6.5% 11.5% 5.5% 4.6% 26.1%
------------------------------------------ ----------------------------------------
Net income 11.9% 11.1% 11.5% 9.4% 8.0% 25.6%
========================================== ========================================
Net sales increased from $133.7 million in the third quarter of fiscal 2004 to
$138.1 million in the third quarter of fiscal 2005, a 3.2% increase. Comparable
store sales decreased from the third quarter of fiscal 2004 to the third quarter
of fiscal 2005 by $1.2 million or 0.9%. The comparable store sales decrease
resulted primarily from a decrease in the number of transactions during the
third quarter of fiscal 2005 compared to the third quarter of fiscal 2004,
partially offset by a 5.1% increase in the average retail price per piece of
merchandise sold during the period and a 1.8% increase in the average number of
units sold per transaction. Sales growth for the thirteen week period was
attributable to the inclusion of a full three months of operating results for
the five new stores opened during the second half of fiscal 2004, to the opening
of eleven new stores during the first three quarters of fiscal 2005 and to
growth in online sales during the quarter.
Net sales increased from $325.3 million in the first nine months of fiscal 2004
to $347.7 million for the first nine months of fiscal 2005, a 6.9% increase.
Comparable store sales for the thirty-nine week period ended October 29, 2005
compared to the thirty-nine week period ended October 30, 2004 increased $7.0
million or 2.3%. The comparable store sales increase resulted primarily from a
5.0% increase in the average retail price per piece of merchandise sold during
the thirty-nine week period compared with the same period in the prior year,
partially offset by a decrease in the number of transactions during the period.
Sales growth for the thirty-nine week period was also attributable to the
inclusion of a full nine months of operating results for the 13 new stores
opened during fiscal 2004, to the opening of 11 new stores during the first
three quarters of fiscal 2005 and to growth in online sales during the period.
Average sales per square foot increased 3.0% from $202 for the nine months ended
October 30, 2004, to $208 for the nine months ended October 29, 2005.
The Company's increase in average price per piece of merchandise sold (as stated
above) during the third quarter was primarily attributable to a shift in the mix
of merchandise sold during the period, a 6.4% increase in average denim price
points, a 3.3% increase in average knit shirt price points, a 9.8% increase in
average woven shirt price points and a 4.7% increase in average sweater price
points. The effect of these increases was partially offset by a 17.9% decrease
in average outerwear price points, a 2.9% percent decrease in average footwear
price points and a 1.6% decrease in average accessory price points. For the
first nine months of fiscal 2005, the increase was primarily attributable to a
shift in the mix of merchandise sold during the period, a 5.0% increase in
average denim price points, a 3.6% increase in average knit shirt price points,
a 2.8% increase in average woven shirt price points and a 6.5% increase in
average sweater price points; partially offset by a 15.4% decrease in average
outerwear price points, a 3.1% decrease in average accessory price
12
points, a 5.0% decrease in average active sportswear price points and a 2.1%
decrease in average footwear price points. These changes for both the thirteen
and thirty-nine week periods ended October 29, 2005, are a reflection of
merchandise shifts in terms of brands, product styles, fabrics, details and
finishes.
Gross profit after buying, occupancy and distribution expenses increased $4.1
million in the third quarter of fiscal 2005 to $56.2 million, a 7.8% increase.
As a percentage of net sales, gross profit was 40.7% in the third quarter of
fiscal 2005 versus 39.0% in the third quarter of fiscal 2004. The increase in
gross profit, as a percentage of net sales, resulted primarily from a 185 basis
point improvement in actual merchandise margins achieved through timely
sell-through on new products, reduced markdowns and an increase in the sale of
private label merchandise, which achieves higher margins. The Company also had a
reduction in third quarter expense, as a percentage of net sales, related to the
incentive bonus accrual, which is based on growth in comparable store sales,
gross margin and net income (0.1%). These reductions were, however, partially
offset by de-leveraged occupancy expense during the period (0.2%).
Gross profit increased $17.1 million for the first thirty-nine weeks of fiscal
2005 to $129.7 million, a 15.2% increase. As a percentage of net sales, gross
profit for the first nine months of fiscal 2005 increased to 37.3% versus 34.6%
for the same period in fiscal 2004. The increase in gross profit, as a
percentage of net sales, resulted primarily from a 220 basis point improvement
in actual merchandise margins achieved through timely sell-through on new
products, reduced markdowns and an increase in the sale of private label
merchandise, which achieves higher margins. The Company also had reductions in
third quarter expense, as a percentage of net sales, related to leveraged
occupancy costs (0.4%) and reduced buying expense (0.1%).
Selling expense increased from $24.8 million in the third quarter of fiscal 2004
to $27.1 million for the third quarter of fiscal 2005, a 9.2% increase. Selling
expenses, as a percentage of net sales, increased from 18.5% for the third
quarter of fiscal 2004 to 19.6% for the third quarter of fiscal 2005. The
increase in selling expense, as a percentage of net sales, resulted primarily
from increases in internet expenses (0.6%), store salaries (0.4%), bankcard fees
(0.2%), advertising expense (0.2%), travel costs (0.1) and health insurance
expense (0.1%). These increases were partially offset by a decrease in expense
related to the incentive bonus accrual (0.5%).
Year-to-date, selling expense rose from $61.5 million in the first nine months
of fiscal 2004 to $69.7 million for the first nine months of fiscal 2005, a
13.3% increase. As a percentage of net sales, selling expense for the period
increased from 18.9% in fiscal 2004 to 20.0% in fiscal 2005. The increase in
selling expense, as a percentage of net sales, resulted primarily from increases
in internet expenses (0.4%), store salaries (0.3%), bankcard fees (0.2%), the
incentive bonus accrual (0.1%), payroll taxes (0.1%), travel costs (0.1%) and
health insurance expense (0.1%). These increases were partially offset by
decreases, as a percentage of net sales, in certain other selling expenses.
General and administrative expenses decreased from $4.8 million in the third
quarter of fiscal 2004 to $4.1 million for the third quarter of fiscal 2005, a
14.9% decrease. As a percentage of net sales, general and administrative
expenses decreased from 3.6% for the third quarter of fiscal 2004 to 3.0% for
the third quarter of fiscal 2005. The reduction in general and administrative
expenses, as a percentage of net sales, was attributable to a reduction in the
amount of restricted stock compensation recognized during the quarter (0.4%),
reduced expense related to the incentive bonus accrual (0.2%) and reduced
compensation expense related to unrealized gains in the Company's non-qualified
deferred compensation plan (0.1%).
Year-to-date, general and administrative expenses decreased from $12.6 million
for the first nine months of fiscal 2004 to $12.1 million for the first nine
months of fiscal 2005, a 3.9% decrease. As a percentage of net sales, general
and administrative expense for the period decreased from 3.9% in fiscal 2004 to
3.5% in fiscal 2005. The reduction in general and administrative expenses, as a
percentage of net sales, was attributable to a reduction in the amount of
restricted stock compensation recognized during the nine month period (0.5%) and
reduced expense related to gains/losses on the disposal of assets (0.1%). These
reductions were partially offset by increases in professional fees related to
the Company's stock buyback from its founder and Sarbanes Oxley compliance
(0.2%) and an increase in the incentive bonus accrual (0.1%).
13
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
$2.5 million to $25.1 million for the third quarter of fiscal 2005 compared to
$22.6 million for the third quarter of fiscal 2004, an 11.1% increase. Income
from operations was 18.2% of net sales for the third quarter of fiscal 2005
compared to 16.9% of net sales for the third quarter of fiscal 2004. Income from
operations, for the thirty-nine week period ended October 29, 2005, was $48.0
million, a $9.4 million or 24.5% increase from the same thirty-nine week period
in fiscal 2004. Income from operations was 13.8% of net sales for the first nine
months of fiscal 2005 compared to 11.8% for the first nine months of fiscal
2004.
For the quarter ended October 29, 2005, other income increased $0.2 million. For
the nine months ended October 29, 2005, other income increased $1.2 million. The
increase in other income for both the three and nine month periods in fiscal
2005 compared to the same periods in the prior year was primarily due to
increased income earned on the Company's cash and investments resulting from
higher interest rates.
Income tax expense, as a percentage of pre-tax net income, was 36.7% in both the
third quarter of fiscal 2005 and the third quarter of fiscal 2004. For the first
nine months of fiscal 2005, income tax expense was 36.8% of pre-tax net income
compared to 36.7% for the first nine months of fiscal 2004.
LIQUIDITY AND CAPITAL RESOURCES
As of October 29, 2005, the Company had working capital of $185.0 million,
including $82.1 million of cash and cash equivalents and short-term investments
of $27.2 million. The Company's primary ongoing cash requirements are for
inventory, payroll, new store expansion and store remodeling. Historically, the
Company's primary source of working capital has been cash flow from operations.
During the first three quarters of fiscal 2005 and 2004, the Company's cash flow
provided by operating activities was $13.3 and $19.9 million, respectively.
The uses of cash for both thirty-nine week periods include payment of annual
bonuses accrued at fiscal year end, changes in inventory and accounts payable
for build up of inventory levels, and construction costs for new and remodeled
stores. The differences in cash flow for the first nine months of fiscal 2005
compared to the first nine months of fiscal 2004 were primarily due to growth in
net income, increased proceeds from the exercise of stock options, increased
investment proceeds and an increase in capital spending related primarily to the
expansion of the Company's corporate headquarters and distribution center in
fiscal 2005. Additionally, during the first quarter of fiscal 2005, the Company
completed the repurchase of 3 million shares of the Company's common stock, at a
total cost of $84 million.
The Company has available an unsecured line of credit of $17.5 million with
Wells Fargo Bank, N.A. for operating needs and letters of credit. The note
provides that outstanding letters of credit cannot exceed $10 million. Borrowing
under the line of credit note provides for interest to be paid at a rate equal
to the prime rate established by the Bank. The Company has, from time to time,
borrowed against this line during periods of peak inventory build-up. There were
no bank borrowings during the first nine months of fiscal 2005 or fiscal 2004.
During the first three quarters of fiscal 2005 and 2004 the Company invested
$13.8 million and $11.5 million, respectively, in new store construction, store
renovation and store technology upgrades. The Company also spent approximately
$6.2 million in the first nine months of fiscal 2005 in capital expenditures
related to the expansion of its corporate headquarters and distribution center
compared to $0.8 million spent in the first nine months of fiscal 2004.
During the fourth quarter of fiscal 2005, the Company anticipates completing
approximately five additional store construction projects, including
approximately four new stores and approximately one store remodel. As of October
29, 2005, three additional lease contracts have been signed.
14
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management now estimates that total capital expenditures during fiscal 2005 will
be approximately $23.5 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. The Company has a consistent record of generating positive cash
flow each year and, as of October 29, 2005, had total cash and investments of
$155.2 million. The Company does not currently have plans for a merger,
acquisition or accelerated store expansion. The Company's plans for new store
expansion and remodels/relocations during the next three years are reasonably
consistent with its past three fiscal years' average. Based upon past results
and current plans, management does not anticipate any material changes in the
Company's need for cash in the upcoming year. However, future conditions may
reduce the availability of funds based upon factors such as a decrease in demand
for the Company's product, change in product mix, competitive factors and
general economic conditions as well as other risks and uncertainties which would
reduce the Company's sales, net profitability and cash flows. Also, the
Company's acceleration in store openings and/or remodels, or the Company
entering into a merger, acquisition or other financial related transaction,
could reduce the amount of cash available for further capital expenditures and
working capital requirements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon The Buckle, Inc.'s financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
that management make estimates and judgments that affect the reported amounts of
assets and liabilities, and disclosure of contingent assets and liabilities, at
the financial statement date, and the reported amounts of sales and expenses
during the reporting period. The Company regularly evaluates its estimates,
including those related to merchandise returns, inventory, and income taxes.
Management bases its estimates on past experience and on various other factors
that are thought to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The
Company's certain critical accounting policies are listed below.
1. Revenue Recognition. Sales are recorded upon the purchase of merchandise by
customers. The Company accounts for layaway sales in accordance with SAB
No. 101, recognizing revenue from sales made under its layaway program upon
delivery of the merchandise to the customer. Revenue is not recorded when
gift cards and gift certificates are sold, but rather when a card is
redeemed for merchandise. A current liability is recorded at the time of
card purchases.
The Company establishes a current liability for estimated merchandise
returns based upon historical average sales return percentage, applying the
percentage using the assumption that merchandise returns will occur within
nine days following the sale. Customer returns could potentially exceed
historical average and returns may occur after the time period reserved
for, thus reducing future net sales results and potentially reducing future
net earnings. The accrued liability for reserve for sales returns was
$307,500 at October 29, 2005 and $267,500 at January 29, 2005.
2. Inventory. Inventory is valued at the lower of cost or market. Cost is
determined using the average cost method that approximates the first-in,
first-out (FIFO) method. Management makes adjustments to inventory and cost
of goods sold based upon estimates to reserve for merchandise obsolescence
and markdowns that could affect market value, based on assumptions using
calculations applied to current inventory levels by department within each
of four different markdown levels. Management also reviews the levels of
inventory in each markdown group versus the estimated future demand for
such product and the current market conditions. Such judgments could vary
significantly from actual results, either favorably or unfavorably, due to
fluctuations in future economic conditions, industry trends, consumer
demand and the competitive retail environment. Such changes in market
conditions could negatively impact the sale of markdown inventory causing
further markdowns, or inventory obsolescence, resulting in increased cost
of goods sold from write-offs, and reducing the Company's net earnings. The
liability for markdown reserves and/or obsolescence was $5.5 million and
$5.0 million as of October 29, 2005 and January 29, 2005, respectively.
Management is not aware of any events, conditions or changes in demand or
price that would indicate that the Company's inventory valuation may be
materially inaccurate at this time.
15
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3. Income Taxes. Current income tax expense is the amount of income taxes
expected to be payable for the current fiscal year. The Company records a
deferred tax asset and liability for expected future tax consequences
resulting from temporary differences between financial reporting and tax
bases of assets and liabilities. The Company considers future taxable
income and ongoing tax planning in assessing the value of its deferred tax
assets. If the Company determines that it is more than likely that these
assets will not be realized, the Company would reduce the value of these
assets to their expected realizable value, thereby decreasing net income.
Estimating the value of these assets is based upon the Company's judgment.
If the Company subsequently determined that the deferred tax assets, which
had been written down, would be realized in the future, such value would be
increased. Adjustment would be made to increase net income in the period
such determination was made.
4. Operating Leases. The Company leases retail stores under operating leases.
Most lease agreements contain tenant improvement allowances, rent holidays,
rent escalation clauses and/or contingent rent provisions. For purposes of
recognizing lease incentives and minimum rental expenses on a straight-line
basis over the terms of the leases, the Company uses the date of initial
possession to begin amortization, which is generally when the Company
enters the space and begins to make improvements in preparation of intended
use. For tenant improvement allowances and rent holidays, the Company
records a deferred rent liability on the balance sheets and amortizes the
deferred rent over the terms of the leases as reductions to rent expense on
the statements of earnings.
For scheduled rent escalation clauses during the lease terms or for rental
payments commencing at a date other than the date of initial occupancy, the
Company records minimum rental expenses on a straight-line basis over the
terms of the leases on the statements of income. Certain leases provide for
contingent rents, which are determined as a percentage of gross sales in
excess of specified levels. The Company records a contingent rent liability
on the balance sheets and the corresponding rent expense when specified
levels have been achieved. If the Company subsequently determined the lease
term to vary from that used in calculations of straight-line rent expense,
there could be additional expense to be recorded, thus reducing the
Company's earnings for the period of correction.
16
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
As referenced in the tables below, the Company has contractual obligations and
commercial commitments that may affect the financial condition of the Company.
Based on management's review of the terms and conditions of its contractual
obligations and commercial commitments, there is no known trend, demand,
commitment, event or uncertainty that is reasonably likely to occur which would
have a material effect on the Company's financial condition or results of
operations. In addition, the commercial obligations and commitments made by the
Company are customary transactions which are similar to those of other
comparable retail companies.
The following tables identify the material obligations and commitments as of
October 29, 2005:
- ---------------------------------------------------------------------------------------------
Payments Due by Period
- ---------------------------------------------------------------------------------------------
Contractual obligations Total Less than 1 1-3 years 4-5 years After 5
(dollar amounts in year years
thousands)
- ---------------------------------------------------------------------------------------------
Long term debt and purchase $ - $ - $ - $ - $ -
obligations
- ---------------------------------------------------------------------------------------------
Deferred compensation $ 2,337 $ - $ - $ - $ 2,337
- ---------------------------------------------------------------------------------------------
Operating leases $213,980 $ 33,088 $ 61,669 $ 53,166 $ 66,137
- ---------------------------------------------------------------------------------------------
Total contractual $216,317 $ 33,088 $ 61,669 $ 53,166 $ 68,474
obligations
- ---------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Amount of Commitment Expiration Per Period
- ------------------------------------------------------------------------------------------------------------
Other Commercial Total Amounts Less than 1-3 years 4-5 years After 5
Commitments (dollar Committed 1 year years
amounts in thousands)
- ------------------------------------------------------------------------------------------------------------
Lines of credit $ 17,500 $ 17,500 $ - $ - $ -
- ------------------------------------------------------------------------------------------------------------
Total commercial commitments $ 17,500 $ 17,500 $ - $ - $ -
- ------------------------------------------------------------------------------------------------------------
The Company did not have any contingent liabilities for landlord allowances as
of October 29, 2005. The Company has available an unsecured line of credit of
$17.5 million of which $10 million is available for letters of credit. Certain
merchandise purchase orders require that the Company open letters of credit.
When the Company takes possession of the merchandise, it releases payment on the
letters of credit. Amounts of outstanding letters of credit, reported in the
notes included in the Company's 2004 Annual Report, reflect the open letters of
credit on merchandise ordered, but not yet received or funded. The Company
believes it has sufficient credit available to open letters of credit for
merchandise purchases.
17
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 2002, 2003, and 2004, the Christmas and
back-to-school seasons accounted for 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 thirteen-week periods
ended October 29, 2005, and October 30, 2004.
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.
ITEM 4 - CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures that are
designed to provide reasonable assurance that material information, which is
required to be timely disclosed, is accumulated and communicated to management
in a timely manner. An evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")) was
performed as of the end of the period covered by this report. This evaluation
was performed under the supervision and with the participation of the Company's
Chief Executive Officer and Chief Financial Officer. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective to provide reasonable
assurance that information required to be disclosed by the Company in the
Company's reports that it files or submits under the Exchange Act is accumulated
and communicated to the management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure and are effective to provide reasonable assurance that such
information is recorded, processed, summarized and reported within the time
periods specified by the SEC's rules and forms.
18
THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In connection with the preparation of the Company's Annual Report on Form 10-K
as of January 29, 2005, the Company's management assessed the effectiveness of
the Company's internal control over financial reporting. In performing this
assessment, management reviewed the Company's lease accounting policies in light
of a February 7, 2005 letter from the Office of the Chief Accountant of the
Securities and Exchange Commission to the American Institute of Certified Public
Accountants expressing views regarding lease-related accounting issues and their
application under GAAP. The Company determined that its historical accounting
for rent holidays, tenant allowances and certain other lease accounting
policies, when reviewed against the guidance as set forth in the SEC letter,
were not in accordance with GAAP. As a result, the Company changed its
accounting policies and procedures to conform to GAAP as set forth in the SEC
letter. Management concluded that it had a material weakness in the
effectiveness of internal controls over the selection and monitoring of the
policies used in accounting for leases and tenant allowances as of January 29,
2005. During the fiscal quarter ended April 30, 2005 and prior to filing the
Company's Annual Report on Form 10-K for fiscal 2004, the Company corrected its
accounting for leases and tenant allowances and restated its financial
statements for each of the fiscal years ended January 31, 2004, February 1, 2003
and February 2, 2002, thus remediating that material weakness.
In addition, management's assessment as of January 29, 2005 also identified a
number of deficiencies, which when aggregated were determined to represent a
material weakness. Management has taken steps to remediate individual
deficiencies related to information technology (information security and change
management) and segregation of duties in the business cycles. However, as of
October 29, 2005, management has not fully remediated all deficiencies and
significant deficiencies. Management continues to address identified
deficiencies and significant deficiencies and is committed to the remediation of
these deficiencies and significant deficiencies in internal controls over
financial reporting.
There have been no other significant changes in the Company's internal controls
over financial reporting that occurred during the fiscal quarter ended October
29, 2005, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
19
THE BUCKLE, INC.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:
The following table sets forth information concerning purchases made
by the Company of its common stock for the periods indicated:
Approximate
Total Number of Dollar Value of
Total Shares Purchased Shares that May
Number Average as Part of Yet Be Purchased
of Shares Price Paid Publicly Under Publicly
Purchased Per Share Announced Plans Announced Plans
July 31, to August 27, 2005 - $ 634,950
August 28, to Oct. 1, 2005 18,675 $ 33.95 18,675 0
Oct. 2, to Oct. 29, 2005 200 33.70 200 $16,993,200
------------------------------------------------------------------
18,875 $ 33.95 18,875
=======================================
The 18,675 shares completed a 500,000 share repurchase plan, announced by
the Company on December 27, 2000. On October 13, 2005, the Company
announced an additional 500,000 share repurchase plan which has 499,800
shares remaining.
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:
(a) Exhibits 31.1 and 31.2 certifications, as well as Exhibits
32.1 and 32.2 Certifications Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
20
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 7, 2005 /s/ DENNIS H. NELSON
-------------------------- -------------------------------------
DENNIS H. NELSON,
President and CEO
Dated: December 7, 2005 /s/ KAREN B. RHOADS
-------------------------- -------------------------------------
KAREN B. RHOADS,
Vice President of Finance and CFO
21