Nebraska
|
47-0366193
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
Pages
|
Part I. Financial Information (unaudited)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Part II. Other Information
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS
|
July 29,
2017 |
|
January 28,
2017 |
||||
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
195,614
|
|
|
$
|
196,536
|
|
Short-term investments
|
48,237
|
|
|
49,994
|
|
||
Receivables
|
14,732
|
|
|
8,210
|
|
||
Inventory
|
121,671
|
|
|
125,694
|
|
||
Prepaid expenses and other assets
|
7,750
|
|
|
6,023
|
|
||
Total current assets
|
388,004
|
|
|
386,457
|
|
||
|
|
|
|
|
|
||
PROPERTY AND EQUIPMENT
|
460,250
|
|
|
459,359
|
|
||
Less accumulated depreciation and amortization
|
(300,419
|
)
|
|
(290,364
|
)
|
||
|
159,831
|
|
|
168,995
|
|
||
|
|
|
|
|
|
||
LONG-TERM INVESTMENTS
|
18,294
|
|
|
18,092
|
|
||
OTHER ASSETS
|
7,433
|
|
|
6,303
|
|
||
|
|
|
|
|
|
||
Total assets
|
$
|
573,562
|
|
|
$
|
579,847
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
39,890
|
|
|
$
|
25,079
|
|
Accrued employee compensation
|
14,130
|
|
|
26,906
|
|
||
Accrued store operating expenses
|
16,328
|
|
|
14,695
|
|
||
Gift certificates redeemable
|
15,698
|
|
|
21,199
|
|
||
Income taxes payable
|
—
|
|
|
10,737
|
|
||
Total current liabilities
|
86,046
|
|
|
98,616
|
|
||
|
|
|
|
|
|
||
DEFERRED COMPENSATION
|
14,167
|
|
|
13,092
|
|
||
DEFERRED RENT LIABILITY
|
36,236
|
|
|
37,600
|
|
||
Total liabilities
|
136,449
|
|
|
149,308
|
|
||
|
|
|
|
|
|
||
COMMITMENTS
|
|
|
|
|
|
||
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
||
Common stock, authorized 100,000,000 shares of $.01 par value; 48,844,700 and 48,622,780 shares issued and outstanding at July 29, 2017 and January 28, 2017, respectively
|
488
|
|
|
486
|
|
||
Additional paid-in capital
|
142,622
|
|
|
139,398
|
|
||
Retained earnings
|
294,082
|
|
|
290,737
|
|
||
Accumulated other comprehensive loss
|
(79
|
)
|
|
(82
|
)
|
||
Total stockholders’ equity
|
437,113
|
|
|
430,539
|
|
||
|
|
|
|
|
|
||
Total liabilities and stockholders’ equity
|
$
|
573,562
|
|
|
$
|
579,847
|
|
|
|
|
|
|
|
|
|
||||||||
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||||
|
|
|
|
|
|
|
|
|
|
||||||
SALES, Net of returns and allowances
|
$
|
195,650
|
|
|
$
|
212,157
|
|
|
$
|
407,901
|
|
|
$
|
455,700
|
|
|
|
|
|
|
|
|
|
|
|
||||||
COST OF SALES (Including buying, distribution, and occupancy costs)
|
121,511
|
|
|
132,275
|
|
|
252,045
|
|
|
281,089
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Gross profit
|
74,139
|
|
|
79,882
|
|
|
155,856
|
|
|
174,611
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||
Selling
|
46,679
|
|
|
46,065
|
|
|
93,597
|
|
|
93,628
|
|
||||
General and administrative
|
10,045
|
|
|
9,735
|
|
|
19,806
|
|
|
20,471
|
|
||||
|
56,724
|
|
|
55,800
|
|
|
113,403
|
|
|
114,099
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
INCOME FROM OPERATIONS
|
17,415
|
|
|
24,082
|
|
|
42,453
|
|
|
60,512
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
OTHER INCOME, Net
|
899
|
|
|
595
|
|
|
1,834
|
|
|
1,003
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
INCOME BEFORE INCOME TAXES
|
18,314
|
|
|
24,677
|
|
|
44,287
|
|
|
61,515
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
PROVISION FOR INCOME TAXES
|
6,831
|
|
|
9,205
|
|
|
16,519
|
|
|
22,946
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
11,483
|
|
|
$
|
15,472
|
|
|
$
|
27,768
|
|
|
$
|
38,569
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
EARNINGS PER SHARE:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.58
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.57
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares
|
48,218
|
|
|
48,107
|
|
|
48,218
|
|
|
48,107
|
|
||||
Diluted weighted average shares
|
48,310
|
|
|
48,227
|
|
|
48,327
|
|
|
48,215
|
|
|
|
|
|
|
|
|
|
||||||||
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
$
|
11,483
|
|
|
$
|
15,472
|
|
|
$
|
27,768
|
|
|
$
|
38,569
|
|
|
|
|
|
|
|
|
|
||||||||
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
|
|
|
|
|
|
|
|
|
||||||
Change in unrealized loss on investments, net of tax of $2, $68, $2, and $72, respectively
|
3
|
|
|
117
|
|
|
3
|
|
|
125
|
|
||||
Reclassification adjustment for losses included in net income, net of tax of $0, $0, $0, and $17, respectively
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
Other comprehensive income
|
3
|
|
|
117
|
|
|
3
|
|
|
153
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME
|
$
|
11,486
|
|
|
$
|
15,589
|
|
|
$
|
27,771
|
|
|
$
|
38,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Number
of Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
FISCAL 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, January 29, 2017
|
|
48,622,780
|
|
|
$
|
486
|
|
|
$
|
139,398
|
|
|
$
|
290,737
|
|
|
$
|
(82
|
)
|
|
$
|
430,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,768
|
|
|
—
|
|
|
27,768
|
|
|||||
Dividends paid on common stock, ($0.50 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,423
|
)
|
|
—
|
|
|
(24,423
|
)
|
|||||
Issuance of non-vested stock, net of forfeitures
|
|
221,920
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of non-vested stock grants, net of forfeitures
|
|
—
|
|
|
—
|
|
|
3,226
|
|
|
—
|
|
|
—
|
|
|
3,226
|
|
|||||
Change in unrealized loss on investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, July 29, 2017
|
|
48,844,700
|
|
|
$
|
488
|
|
|
$
|
142,622
|
|
|
$
|
294,082
|
|
|
$
|
(79
|
)
|
|
$
|
437,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
FISCAL 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
BALANCE, January 31, 2016
|
|
48,428,110
|
|
|
$
|
484
|
|
|
$
|
134,864
|
|
|
$
|
277,626
|
|
|
$
|
(331
|
)
|
|
$
|
412,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,569
|
|
|
—
|
|
|
38,569
|
|
|||||
Dividends paid on common stock, ($0.50 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,312
|
)
|
|
—
|
|
|
(24,312
|
)
|
|||||
Issuance of non-vested stock, net of forfeitures
|
|
194,970
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of non-vested stock grants, net of forfeitures
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|||||
Change in unrealized loss on investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
|||||
Reclassification adjustment for losses included in net income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, July 30, 2016
|
|
48,623,080
|
|
|
$
|
486
|
|
|
$
|
138,535
|
|
|
$
|
291,883
|
|
|
$
|
(178
|
)
|
|
$
|
430,726
|
|
|
|
|
|
||||
|
Twenty-Six Weeks Ended
|
||||||
|
July 29,
2017 |
|
July 30,
2016 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
27,768
|
|
|
$
|
38,569
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
15,785
|
|
|
16,151
|
|
||
Amortization of non-vested stock grants, net of forfeitures
|
3,226
|
|
|
3,673
|
|
||
Deferred income taxes
|
(1,193
|
)
|
|
(1,359
|
)
|
||
Other
|
395
|
|
|
1,151
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Receivables
|
(145
|
)
|
|
1,202
|
|
||
Inventory
|
4,023
|
|
|
5,299
|
|
||
Prepaid expenses and other assets
|
(1,727
|
)
|
|
166
|
|
||
Accounts payable
|
14,962
|
|
|
13,893
|
|
||
Accrued employee compensation
|
(12,776
|
)
|
|
(17,837
|
)
|
||
Accrued store operating expenses
|
1,633
|
|
|
7,655
|
|
||
Gift certificates redeemable
|
(5,501
|
)
|
|
(5,975
|
)
|
||
Income taxes payable
|
(17,114
|
)
|
|
(19,646
|
)
|
||
Deferred rent liabilities and deferred compensation
|
(289
|
)
|
|
1,507
|
|
||
|
|
|
|
||||
Net cash flows from operating activities
|
29,047
|
|
|
44,449
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(7,167
|
)
|
|
(17,039
|
)
|
||
Change in other assets
|
61
|
|
|
49
|
|
||
Purchases of investments
|
(20,655
|
)
|
|
(13,778
|
)
|
||
Proceeds from sales/maturities of investments
|
22,215
|
|
|
17,619
|
|
||
|
|
|
|
||||
Net cash flows from investing activities
|
(5,546
|
)
|
|
(13,149
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Payment of dividends
|
(24,423
|
)
|
|
(24,312
|
)
|
||
|
|
|
|
||||
Net cash flows from financing activities
|
(24,423
|
)
|
|
(24,312
|
)
|
||
|
|
|
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(922
|
)
|
|
6,988
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, Beginning of period
|
196,536
|
|
|
161,185
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, End of period
|
$
|
195,614
|
|
|
$
|
168,173
|
|
1.
|
Management Representation
|
2.
|
Description of the Business
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||
Merchandise Group
|
July 29,
2017 |
|
July 30,
2016 |
|
July 29,
2017 |
|
July 30,
2016 |
||||
|
|
|
|
|
|
|
|
||||
Denims
|
32.2
|
%
|
|
33.5
|
%
|
|
37.3
|
%
|
|
38.7
|
%
|
Tops (including sweaters)
|
33.9
|
|
|
32.4
|
|
|
31.9
|
|
|
30.1
|
|
Sportswear/Fashions
|
14.4
|
|
|
14.9
|
|
|
11.9
|
|
|
12.3
|
|
Accessories
|
10.3
|
|
|
10.2
|
|
|
9.3
|
|
|
9.1
|
|
Footwear
|
6.3
|
|
|
5.7
|
|
|
6.3
|
|
|
6.1
|
|
Casual bottoms
|
1.1
|
|
|
1.4
|
|
|
1.4
|
|
|
1.6
|
|
Outerwear
|
0.5
|
|
|
0.5
|
|
|
0.8
|
|
|
0.7
|
|
Other
|
1.3
|
|
|
1.4
|
|
|
1.1
|
|
|
1.4
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
3.
|
Earnings Per Share
|
|
Thirteen Weeks Ended
|
|
Thirteen Weeks Ended
|
||||||||||||||||||
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||||||
|
Income
|
|
Weighted
Average Shares |
|
Per Share
Amount |
|
Income
|
|
Weighted
Average Shares |
|
Per Share
Amount |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic EPS
|
$
|
11,483
|
|
|
48,218
|
|
|
$
|
0.24
|
|
|
$
|
15,472
|
|
|
48,107
|
|
|
$
|
0.32
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-vested shares
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
||||
Diluted EPS
|
$
|
11,483
|
|
|
48,310
|
|
|
$
|
0.24
|
|
|
$
|
15,472
|
|
|
48,227
|
|
|
$
|
0.32
|
|
|
Twenty-Six Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||||||
|
Income
|
|
Weighted
Average Shares |
|
Per Share
Amount |
|
Income
|
|
Weighted
Average Shares |
|
Per Share
Amount |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic EPS
|
$
|
27,768
|
|
|
48,218
|
|
|
$
|
0.58
|
|
|
$
|
38,569
|
|
|
48,107
|
|
|
$
|
0.80
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-vested shares
|
—
|
|
|
109
|
|
|
(0.01
|
)
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
Diluted EPS
|
$
|
27,768
|
|
|
48,327
|
|
|
$
|
0.57
|
|
|
$
|
38,569
|
|
|
48,215
|
|
|
$
|
0.80
|
|
4.
|
Investments
|
|
Amortized
Cost or
Par Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Other-than-
Temporary
Impairment
|
|
Estimated
Fair
Value
|
||||||||||
Available-for-Sale Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Auction-rate securities
|
$
|
1,725
|
|
|
$
|
—
|
|
|
$
|
(125
|
)
|
|
$
|
—
|
|
|
$
|
1,600
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-Maturity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State and municipal bonds
|
$
|
50,764
|
|
|
$
|
16
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
50,769
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds
|
$
|
13,224
|
|
|
$
|
943
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,167
|
|
|
Amortized
Cost or
Par Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Other-than-
Temporary
Impairment
|
|
Estimated
Fair
Value
|
||||||||||
Available-for-Sale Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Auction-rate securities
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
(130
|
)
|
|
$
|
—
|
|
|
$
|
1,670
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-Maturity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State and municipal bonds
|
$
|
53,324
|
|
|
$
|
26
|
|
|
$
|
(34
|
)
|
|
$
|
—
|
|
|
$
|
53,316
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds
|
$
|
12,701
|
|
|
$
|
391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,092
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Held-to-Maturity Securities
|
|
|
|
||||
Less than 1 year
|
$
|
48,237
|
|
|
$
|
48,241
|
|
1 - 5 years
|
2,527
|
|
|
2,528
|
|
||
|
$
|
50,764
|
|
|
$
|
50,769
|
|
5.
|
Fair Value Measurements
|
•
|
Level 1 – Quoted market prices in active markets for identical assets or liabilities. Short-term and long-term investments with active markets or known redemption values are reported at fair value utilizing Level 1 inputs.
|
•
|
Level 2 – Observable market-based inputs (either directly or indirectly) such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or inputs that are corroborated by market data.
|
•
|
Level 3 – Unobservable inputs that are not corroborated by market data and are projections, estimates, or interpretations that are supported by little or no market activity and are significant to the fair value of the assets.
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
|
||||||||
July 29, 2017
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Auction-rate securities
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
1,555
|
|
|
$
|
1,600
|
|
Trading securities (including mutual funds)
|
14,167
|
|
|
—
|
|
|
—
|
|
|
14,167
|
|
||||
Totals
|
$
|
14,167
|
|
|
$
|
45
|
|
|
$
|
1,555
|
|
|
$
|
15,767
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
|
||||||||
January 28, 2017
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Auction-rate securities
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
1,625
|
|
|
$
|
1,670
|
|
Trading securities (including mutual funds)
|
13,092
|
|
|
—
|
|
|
—
|
|
|
13,092
|
|
||||
Totals
|
$
|
13,092
|
|
|
$
|
45
|
|
|
$
|
1,625
|
|
|
$
|
14,762
|
|
|
Twenty-Six Weeks Ended July 29, 2017
|
||||||||||
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
||||||||||
|
Available-for-Sale Securities
|
|
Trading Securities
|
|
|
||||||
|
Auction-rate
Securities
|
|
Mutual
Funds
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
1,625
|
|
|
$
|
—
|
|
|
$
|
1,625
|
|
Total gains and losses:
|
|
|
|
|
|
|
|
|
|||
Included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Included in other comprehensive income
|
5
|
|
|
—
|
|
|
5
|
|
|||
Purchases, Issuances, Sales, and Settlements:
|
|
|
|
|
|
|
|
|
|||
Sales
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
|||
Balance, end of quarter
|
$
|
1,555
|
|
|
$
|
—
|
|
|
$
|
1,555
|
|
|
Twenty-Six Weeks Ended July 30, 2016
|
||||||||||
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
||||||||||
|
Available-for-Sale Securities
|
|
Trading Securities
|
|
|
||||||
|
Auction-rate
Securities
|
|
Mutual
Funds
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
7,265
|
|
|
$
|
—
|
|
|
$
|
7,265
|
|
Total gains and losses:
|
|
|
|
|
|
|
|
|
|||
Included in net income
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||
Included in other comprehensive income
|
244
|
|
|
—
|
|
|
244
|
|
|||
Purchases, Issuances, Sales, and Settlements:
|
|
|
|
|
|
|
|
|
|||
Sales
|
(4,480
|
)
|
|
—
|
|
|
(4,480
|
)
|
|||
Balance, end of quarter
|
$
|
2,984
|
|
|
$
|
—
|
|
|
$
|
2,984
|
|
6.
|
Supplemental Cash Flow Information
|
7.
|
Stock-Based Compensation
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||||
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense, before tax
|
$
|
1,580
|
|
|
$
|
1,792
|
|
|
$
|
3,226
|
|
|
$
|
3,673
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense, after tax
|
$
|
995
|
|
|
$
|
1,129
|
|
|
$
|
2,032
|
|
|
$
|
2,314
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
|
|
|
|
|||
Non-Vested - beginning of year
|
445,299
|
|
|
$
|
33.98
|
|
Granted
|
363,450
|
|
|
20.55
|
|
|
Forfeited
|
(141,530
|
)
|
|
28.36
|
|
|
Vested
|
(40,980
|
)
|
|
30.92
|
|
|
Non-Vested - end of quarter
|
626,239
|
|
|
$
|
27.66
|
|
8.
|
Recently Issued Accounting Pronouncements
|
9.
|
Commitments and Contingencies
|
|
Percentage of Net Sales
|
|
|
|
Percentage of Net Sales
|
|
|
||||||||||
|
For Thirteen Weeks Ended
|
|
Percentage
|
|
For Twenty-Six Weeks Ended
|
|
Percentage
|
||||||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
Increase/(Decrease)
|
|
July 29,
2017 |
|
July 30,
2016 |
|
Increase/(Decrease)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
(7.8
|
)%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(10.5
|
)%
|
Cost of sales (including buying, distribution, and occupancy costs)
|
62.1
|
%
|
|
62.3
|
%
|
|
(8.1
|
)%
|
|
61.8
|
%
|
|
61.7
|
%
|
|
(10.3
|
)%
|
Gross profit
|
37.9
|
%
|
|
37.7
|
%
|
|
(7.2
|
)%
|
|
38.2
|
%
|
|
38.3
|
%
|
|
(10.7
|
)%
|
Selling expenses
|
23.9
|
%
|
|
21.7
|
%
|
|
1.3
|
%
|
|
22.9
|
%
|
|
20.5
|
%
|
|
—
|
%
|
General and administrative expenses
|
5.1
|
%
|
|
4.6
|
%
|
|
3.2
|
%
|
|
4.9
|
%
|
|
4.5
|
%
|
|
(3.2
|
)%
|
Income from operations
|
8.9
|
%
|
|
11.4
|
%
|
|
(27.7
|
)%
|
|
10.4
|
%
|
|
13.3
|
%
|
|
(29.8
|
)%
|
Other income, net
|
0.5
|
%
|
|
0.2
|
%
|
|
51.1
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
|
82.9
|
%
|
Income before income taxes
|
9.4
|
%
|
|
11.6
|
%
|
|
(25.8
|
)%
|
|
10.9
|
%
|
|
13.5
|
%
|
|
(28.0
|
)%
|
Provision for income taxes
|
3.5
|
%
|
|
4.3
|
%
|
|
(25.8
|
)%
|
|
4.1
|
%
|
|
5.0
|
%
|
|
(28.0
|
)%
|
Net income
|
5.9
|
%
|
|
7.3
|
%
|
|
(25.8
|
)%
|
|
6.8
|
%
|
|
8.5
|
%
|
|
(28.0
|
)%
|
1.
|
Revenue Recognition
.
Retail store sales are recorded upon the purchase of merchandise by customers. Online sales are recorded when merchandise is delivered to the customer, with the time of delivery being based on estimated shipping time from the Company’s distribution center to the customer. Shipping fees charged to customers are included in revenue and shipping costs are included in selling expenses. The Company recognizes 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 or certificate is redeemed for merchandise. A current liability for unredeemed gift cards and certificates is recorded at the time the card or certificate is purchased. The liability recorded for unredeemed gift certificates and gift cards was
$15.7 million
and
$21.2 million
as of
July 29, 2017
and
January 28, 2017
, respectively. The amounts of the gift certificate and gift card liabilities are determined using the outstanding balances from the prior three and four years of issuance, respectively. The Company records breakage as other income when the probability of redemption is remote, based on historical issuance and redemption patterns.
|
2.
|
Inventory
. Inventory is valued at the lower of cost or net realizable value. Cost is determined using an 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 account for merchandise obsolescence and markdowns that could affect net realizable value, based on assumptions using calculations applied to current inventory levels within each different markdown level. Management also reviews the levels of inventory in each markdown group and the overall aging of the inventory 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 adjustment to inventory for markdowns and/or obsolescence was
$12.2 million
as of
July 29, 2017
and
$11.4 million
as of
January 28, 2017
. The Company is not aware of any events, conditions, or changes in demand or price that would indicate that its inventory valuation may not be materially accurate at this time.
|
3.
|
Income Taxes
. 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 expense 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 condensed consolidated balance sheets and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the condensed consolidated statements of income.
|
5.
|
Investments
. Investments classified as short-term investments include securities with a maturity of greater than three months and less than one year. Available-for-sale securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity (net of the effect of income taxes), using the specific identification method, until they are sold. Held-to-maturity securities are reported at amortized cost. Trading securities are reported at fair value, with unrealized gains and losses included in earnings, using the specific identification method.
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual obligations (dollar amounts in thousands):
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
4-5 years
|
|
After 5
years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase obligations
|
$
|
14,743
|
|
|
$
|
4,710
|
|
|
$
|
5,475
|
|
|
$
|
3,675
|
|
|
$
|
883
|
|
Deferred compensation
|
14,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,167
|
|
|||||
Operating leases
|
330,036
|
|
|
65,733
|
|
|
108,213
|
|
|
73,940
|
|
|
82,150
|
|
|||||
Total contractual obligations
|
$
|
358,946
|
|
|
$
|
70,443
|
|
|
$
|
113,688
|
|
|
$
|
77,615
|
|
|
$
|
97,200
|
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans
|
|
|
|
|
|
|
|
|
|
|
Apr. 30, 2017 to May 27, 2017
|
-
|
|
-
|
|
-
|
|
440,207
|
|
May. 28, 2017 to Jul. 1, 2017
|
-
|
|
-
|
|
-
|
|
440,207
|
|
Jul. 2, 2017 to Jul. 29, 2017
|
-
|
|
-
|
|
-
|
|
440,207
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
THE BUCKLE, INC.
|
|
|
|
|
Date:
|
September 7, 2017
|
By:
|
/s/ DENNIS H. NELSON
|
|
|
|
DENNIS H. NELSON,
|
|
|
|
President and CEO
|
|
|
|
(principal executive officer)
|
|
|
|
|
Date:
|
September 7, 2017
|
By:
|
/s/ THOMAS B. HEACOCK
|
|
|
|
THOMAS B. HEACOCK,
|
|
|
|
Vice President of Finance, Treasurer, and CFO
|
|
|
|
(principal accounting officer)
|
$25,000,000.00
|
|
Omaha, Nebraska
|
|
|
June 30, 2017
|
|
|
|
WELLS FARGO BANK
|
|
THE BUCKLE, INC
|
|
NATIONAL ASSOCIATION
|
||
|
|
|
|
|
By:
|
/s/ DENNIS H. NELSON
|
|
By:
|
/s/ DAVID WISE
|
|
DENNIS H. NELSON,
|
|
|
DAVID WISE,
|
|
PRESIDENT AND CEO
|
|
|
VICE PRESIDENT
|
|
|
|
|
|
BUCKLE BRANDS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ DENNIS H. NELSON
|
|
|
|
|
DENNIS H. NELSON,
|
|
|
|
|
PRESIDENT AND CEO
|
|
|
|
1.
|
I have reviewed this report of The Buckle, Inc. on Form 10-Q for the quarterly period ended
July 29, 2017
;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
Date: September 7, 2017
|
By:
|
/s/ DENNIS H. NELSON
|
|
|
DENNIS H. NELSON,
|
|
|
President and CEO
|
|
|
(principal executive officer)
|
1.
|
I have reviewed this report of The Buckle, Inc. on Form 10-Q for the quarterly period ended
July 29, 2017
;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
Date: September 7, 2017
|
By:
|
/s/ THOMAS B. HEACOCK
|
|
|
THOMAS B. HEACOCK,
|
|
|
Vice President of Finance, Treasurer, and CFO
|
|
|
(principal accounting officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ DENNIS H. NELSON
|
|
DENNIS H. NELSON,
|
|
President and CEO
|
|
(principal executive officer)
|
|
September 7, 2017
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ THOMAS B. HEACOCK
|
|
THOMAS B. HEACOCK,
|
|
Vice President of Finance, Treasurer, and CFO
|
|
(principal accounting officer)
|
|
September 7, 2017
|