Nebraska
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47-0366193
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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BKE
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New York Stock Exchange
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Pages
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Part I. Financial Information (unaudited)
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Part II. Other Information
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ASSETS
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August 3,
2019 |
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February 2,
2019 |
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CURRENT ASSETS:
|
|
|
|
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Cash and cash equivalents
|
$
|
178,041
|
|
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$
|
168,471
|
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Short-term investments
|
52,051
|
|
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51,546
|
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Receivables
|
11,206
|
|
|
7,089
|
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Inventory
|
129,068
|
|
|
125,190
|
|
||
Prepaid expenses and other assets
|
21,059
|
|
|
18,136
|
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||
Total current assets
|
391,425
|
|
|
370,432
|
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||
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|
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PROPERTY AND EQUIPMENT
|
453,416
|
|
|
452,187
|
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||
Less accumulated depreciation and amortization
|
(331,285
|
)
|
|
(321,505
|
)
|
||
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122,131
|
|
|
130,682
|
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|
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OPERATING LEASE RIGHT-OF-USE ASSETS
|
335,448
|
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—
|
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LONG-TERM INVESTMENTS
|
15,477
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18,745
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OTHER ASSETS
|
7,952
|
|
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7,443
|
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||
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Total assets
|
$
|
872,433
|
|
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$
|
527,302
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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CURRENT LIABILITIES:
|
|
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|
|
|
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Accounts payable
|
$
|
42,531
|
|
|
$
|
29,008
|
|
Accrued employee compensation
|
11,512
|
|
|
21,452
|
|
||
Accrued store operating expenses
|
23,268
|
|
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17,982
|
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||
Gift certificates redeemable
|
13,305
|
|
|
16,634
|
|
||
Current portion of operating lease liabilities
|
75,992
|
|
|
—
|
|
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Income taxes payable
|
—
|
|
|
5,142
|
|
||
Total current liabilities
|
166,608
|
|
|
90,218
|
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DEFERRED COMPENSATION
|
14,984
|
|
|
13,978
|
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NON-CURRENT OPERATING LEASE LIABILITIES
|
287,648
|
|
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—
|
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DEFERRED RENT LIABILITY
|
—
|
|
|
29,229
|
|
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Total liabilities
|
469,240
|
|
|
133,425
|
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COMMITMENTS
|
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STOCKHOLDERS’ EQUITY:
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Common stock, authorized 100,000,000 shares of $.01 par value; 49,223,811 and 49,017,395 shares issued and outstanding at August 3, 2019 and February 2, 2019, respectively
|
492
|
|
|
490
|
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Additional paid-in capital
|
151,027
|
|
|
148,564
|
|
||
Retained earnings
|
251,674
|
|
|
244,823
|
|
||
Total stockholders’ equity
|
403,193
|
|
|
393,877
|
|
||
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|
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Total liabilities and stockholders’ equity
|
$
|
872,433
|
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$
|
527,302
|
|
|
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|
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|
||||||||
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Thirteen Weeks Ended
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Twenty-Six Weeks Ended
|
||||||||||||
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August 3,
2019 |
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August 4,
2018 |
|
August 3,
2019 |
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August 4,
2018 |
||||||||
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||||||
SALES, Net of returns and allowances
|
$
|
203,817
|
|
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$
|
201,080
|
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$
|
405,130
|
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$
|
405,977
|
|
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||||||
COST OF SALES (Including buying, distribution, and occupancy costs)
|
125,120
|
|
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122,149
|
|
|
249,780
|
|
|
247,355
|
|
||||
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||||||
Gross profit
|
78,697
|
|
|
78,931
|
|
|
155,350
|
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|
158,622
|
|
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OPERATING EXPENSES:
|
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|
|||||
Selling
|
48,535
|
|
|
47,896
|
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95,144
|
|
|
93,749
|
|
||||
General and administrative
|
10,560
|
|
|
10,874
|
|
|
21,870
|
|
|
21,452
|
|
||||
|
59,095
|
|
|
58,770
|
|
|
117,014
|
|
|
115,201
|
|
||||
|
|
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|
||||||
INCOME FROM OPERATIONS
|
19,602
|
|
|
20,161
|
|
|
38,336
|
|
|
43,421
|
|
||||
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|
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||||||
OTHER INCOME, Net
|
2,086
|
|
|
972
|
|
|
3,341
|
|
|
2,459
|
|
||||
|
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|
||||||
INCOME BEFORE INCOME TAXES
|
21,688
|
|
|
21,133
|
|
|
41,677
|
|
|
45,880
|
|
||||
|
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|
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|
|
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|
||||||
PROVISION FOR INCOME TAXES
|
5,314
|
|
|
5,474
|
|
|
10,211
|
|
|
11,883
|
|
||||
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|
|
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||||||
NET INCOME
|
$
|
16,374
|
|
|
$
|
15,659
|
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$
|
31,466
|
|
|
$
|
33,997
|
|
|
|
|
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||||||
EARNINGS PER SHARE:
|
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||||||
Basic
|
$
|
0.34
|
|
|
$
|
0.32
|
|
|
$
|
0.65
|
|
|
$
|
0.70
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
0.34
|
|
|
$
|
0.32
|
|
|
$
|
0.65
|
|
|
$
|
0.70
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares
|
48,550
|
|
|
48,379
|
|
|
48,551
|
|
|
48,379
|
|
||||
Diluted weighted average shares
|
48,760
|
|
|
48,592
|
|
|
48,747
|
|
|
48,571
|
|
|
|
|
|
|
|
|
|
||||||||
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
August 3,
2019 |
|
August 4,
2018 |
|
August 3,
2019 |
|
August 4,
2018 |
||||||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
$
|
16,374
|
|
|
$
|
15,659
|
|
|
$
|
31,466
|
|
|
$
|
33,997
|
|
|
|
|
|
|
|
|
|
||||||||
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
|
|
|
|
|
|
|
|
|
||||||
Change in unrealized loss on investments, net of tax of $0, $31, $0, and $31, respectively
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
||||
Other comprehensive income
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME
|
$
|
16,374
|
|
|
$
|
15,748
|
|
|
$
|
31,466
|
|
|
$
|
34,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Number
of Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
FISCAL 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, May 5, 2019
|
|
49,231,625
|
|
|
$
|
492
|
|
|
$
|
149,860
|
|
|
$
|
247,606
|
|
|
$
|
—
|
|
|
$
|
397,958
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,374
|
|
|
—
|
|
|
16,374
|
|
|||||
Dividends paid on common stock, ($0.25 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,306
|
)
|
|
—
|
|
|
(12,306
|
)
|
|||||
Issuance of non-vested stock, net of forfeitures
|
|
(3,262
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of non-vested stock grants, net of forfeitures
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|||||
Common stock purchased and retired
|
|
(4,552
|
)
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||||
BALANCE, August 3, 2019
|
|
49,223,811
|
|
|
$
|
492
|
|
|
$
|
151,027
|
|
|
$
|
251,674
|
|
|
$
|
—
|
|
|
$
|
403,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, February 3, 2019
|
|
49,017,395
|
|
|
$
|
490
|
|
|
$
|
148,564
|
|
|
$
|
244,823
|
|
|
$
|
—
|
|
|
$
|
393,877
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,466
|
|
|
—
|
|
|
31,466
|
|
|||||
Dividends paid on common stock, ($0.50 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,615
|
)
|
|
—
|
|
|
(24,615
|
)
|
|||||
Issuance of non-vested stock, net of forfeitures
|
|
210,968
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of non-vested stock grants, net of forfeitures
|
|
—
|
|
|
—
|
|
|
2,533
|
|
|
—
|
|
|
—
|
|
|
2,533
|
|
|||||
Common stock purchased and retired
|
|
(4,552
|
)
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||||
BALANCE, August 3, 2019
|
|
49,223,811
|
|
|
$
|
492
|
|
|
$
|
151,027
|
|
|
$
|
251,674
|
|
|
$
|
—
|
|
|
$
|
403,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
FISCAL 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, May 6, 2018
|
|
49,044,895
|
|
|
$
|
490
|
|
|
$
|
145,761
|
|
|
$
|
253,036
|
|
|
$
|
(89
|
)
|
|
$
|
399,198
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,659
|
|
|
—
|
|
|
15,659
|
|
|||||
Dividends paid on common stock, ($0.25 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,251
|
)
|
|
—
|
|
|
(12,251
|
)
|
|||||
Issuance of non-vested stock, net of forfeitures
|
|
(26,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of non-vested stock grants, net of forfeitures
|
|
—
|
|
|
—
|
|
|
1,412
|
|
|
—
|
|
|
—
|
|
|
1,412
|
|
|||||
Change in unrealized loss on investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
89
|
|
|||||
Cumulative effect of change in accounting upon adoption of ASC Topic 606
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
BALANCE, August 4, 2018
|
|
49,018,195
|
|
|
$
|
490
|
|
|
$
|
147,173
|
|
|
$
|
256,444
|
|
|
$
|
—
|
|
|
$
|
404,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, February 4, 2018
|
|
48,816,170
|
|
|
$
|
488
|
|
|
$
|
144,279
|
|
|
$
|
246,570
|
|
|
$
|
(89
|
)
|
|
$
|
391,248
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,997
|
|
|
—
|
|
|
33,997
|
|
|||||
Dividends paid on common stock, ($0.50 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,512
|
)
|
|
—
|
|
|
(24,512
|
)
|
|||||
Issuance of non-vested stock, net of forfeitures
|
|
202,025
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of non-vested stock grants, net of forfeitures
|
|
—
|
|
|
—
|
|
|
2,896
|
|
|
—
|
|
|
—
|
|
|
2,896
|
|
|||||
Change in unrealized loss on investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
89
|
|
|||||
Cumulative effect of change in accounting upon adoption of ASC Topic 606
|
|
—
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|
—
|
|
|
389
|
|
|||||
BALANCE, August 4, 2018
|
|
49,018,195
|
|
|
$
|
490
|
|
|
$
|
147,173
|
|
|
$
|
256,444
|
|
|
$
|
—
|
|
|
$
|
404,107
|
|
|
|
|
|
||||
|
Twenty-Six Weeks Ended
|
||||||
|
August 3,
2019 |
|
August 4,
2018 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
31,466
|
|
|
$
|
33,997
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
12,427
|
|
|
13,917
|
|
||
Amortization of non-vested stock grants, net of forfeitures
|
2,533
|
|
|
2,896
|
|
||
Deferred income taxes
|
(608
|
)
|
|
(750
|
)
|
||
Other
|
279
|
|
|
524
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Receivables
|
534
|
|
|
993
|
|
||
Inventory
|
(3,878
|
)
|
|
(10,196
|
)
|
||
Prepaid expenses and other assets
|
(2,923
|
)
|
|
(785
|
)
|
||
Accounts payable
|
13,520
|
|
|
17,499
|
|
||
Accrued employee compensation
|
(9,940
|
)
|
|
(10,455
|
)
|
||
Accrued store operating expenses
|
4,131
|
|
|
5,643
|
|
||
Gift certificates redeemable
|
(3,329
|
)
|
|
(4,099
|
)
|
||
Income taxes payable
|
(9,793
|
)
|
|
(16,874
|
)
|
||
Other assets and liabilities
|
1,124
|
|
|
(1,438
|
)
|
||
|
|
|
|
||||
Net cash flows from operating activities
|
35,543
|
|
|
30,872
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(4,152
|
)
|
|
(6,097
|
)
|
||
Change in other assets
|
99
|
|
|
94
|
|
||
Purchases of investments
|
(25,167
|
)
|
|
(25,388
|
)
|
||
Proceeds from sales/maturities of investments
|
27,930
|
|
|
28,894
|
|
||
|
|
|
|
||||
Net cash flows from investing activities
|
(1,290
|
)
|
|
(2,497
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of common stock
|
(68
|
)
|
|
—
|
|
||
Payment of dividends
|
(24,615
|
)
|
|
(24,512
|
)
|
||
|
|
|
|
||||
Net cash flows from financing activities
|
(24,683
|
)
|
|
(24,512
|
)
|
||
|
|
|
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
9,570
|
|
|
3,863
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, Beginning of period
|
168,471
|
|
|
165,086
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, End of period
|
$
|
178,041
|
|
|
$
|
168,949
|
|
1.
|
Basis of Presentation
|
2.
|
Revenues
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||
Merchandise Group
|
August 3,
2019 |
|
August 4,
2018 |
|
August 3,
2019 |
|
August 4,
2018 |
||||
|
|
|
|
|
|
|
|
||||
Denims
|
33.0
|
%
|
|
32.3
|
%
|
|
37.7
|
%
|
|
37.6
|
%
|
Tops (including sweaters)
|
33.8
|
|
|
34.6
|
|
|
31.8
|
|
|
32.4
|
|
Sportswear/Fashions
|
12.8
|
|
|
13.9
|
|
|
10.8
|
|
|
11.4
|
|
Accessories
|
9.7
|
|
|
9.7
|
|
|
9.1
|
|
|
9.0
|
|
Footwear
|
7.6
|
|
|
6.5
|
|
|
7.5
|
|
|
6.6
|
|
Casual bottoms
|
1.0
|
|
|
1.1
|
|
|
1.1
|
|
|
1.0
|
|
Outerwear
|
0.6
|
|
|
0.4
|
|
|
0.7
|
|
|
0.7
|
|
Other
|
1.5
|
|
|
1.5
|
|
|
1.3
|
|
|
1.3
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
3.
|
Earnings Per Share
|
|
Thirteen Weeks Ended
|
|
Thirteen Weeks Ended
|
||||||||||||||||||
|
August 3, 2019
|
|
August 4, 2018
|
||||||||||||||||||
|
Net Income
|
|
Weighted
Average Shares (a) |
|
Per Share
Amount |
|
Net Income
|
|
Weighted
Average Shares (a) |
|
Per Share
Amount |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic EPS
|
$
|
16,374
|
|
|
48,550
|
|
|
$
|
0.34
|
|
|
$
|
15,659
|
|
|
48,379
|
|
|
$
|
0.32
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-vested shares
|
—
|
|
|
210
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
||||
Diluted EPS
|
$
|
16,374
|
|
|
48,760
|
|
|
$
|
0.34
|
|
|
$
|
15,659
|
|
|
48,592
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Twenty-Six Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||||||||
|
August 3, 2019
|
|
August 4, 2018
|
||||||||||||||||||
|
Net Income
|
|
Weighted
Average Shares (a) |
|
Per Share
Amount |
|
Net Income
|
|
Weighted
Average Shares (a) |
|
Per Share
Amount |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic EPS
|
$
|
31,466
|
|
|
48,551
|
|
|
$
|
0.65
|
|
|
$
|
33,997
|
|
|
48,379
|
|
|
$
|
0.70
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-vested shares
|
—
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
||||
Diluted EPS
|
$
|
31,466
|
|
|
48,747
|
|
|
$
|
0.65
|
|
|
$
|
33,997
|
|
|
48,571
|
|
|
$
|
0.70
|
|
4.
|
Investments
|
|
Amortized
Cost or
Par Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Other-than-
Temporary
Impairment
|
|
Estimated
Fair
Value
|
||||||||||
Held-to-Maturity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State and municipal bonds
|
$
|
52,544
|
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,671
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds
|
$
|
13,905
|
|
|
$
|
1,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,984
|
|
|
Amortized
Cost or
Par Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Other-than-
Temporary
Impairment
|
|
Estimated
Fair
Value
|
||||||||||
Held-to-Maturity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State and municipal bonds
|
$
|
56,313
|
|
|
$
|
65
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
56,371
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds
|
$
|
13,364
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,978
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Held-to-Maturity Securities
|
|
|
|
||||
Less than 1 year
|
$
|
52,051
|
|
|
$
|
52,176
|
|
1 - 5 years
|
493
|
|
|
495
|
|
||
|
$
|
52,544
|
|
|
$
|
52,671
|
|
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
|
|
|
||||||||
August 3, 2019
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Trading securities (including mutual funds)
|
$
|
14,984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,984
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
|
||||||||
February 2, 2019
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Trading securities (including mutual funds)
|
$
|
13,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,978
|
|
6.
|
Leases
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||
|
August 3,
2019 |
|
August 3,
2019 |
||||
|
|
|
|
||||
Operating lease cost
|
$
|
21,680
|
|
|
$
|
43,226
|
|
Variable lease cost (a)
|
8,592
|
|
|
17,836
|
|
||
Total lease cost
|
$
|
30,272
|
|
|
$
|
61,062
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||
|
August 3,
2019 |
|
August 3,
2019 |
||||
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
21,746
|
|
|
$
|
43,265
|
|
|
|
|
|
||||
Right-of-use assets obtained in exchange for new lease obligations:
|
|
|
|
||||
Operating leases
|
$
|
5,678
|
|
|
$
|
6,096
|
|
Fiscal Year
|
|
Operating Leases (a)
|
||
2019 (remaining)
|
|
$
|
44,190
|
|
2020
|
|
88,890
|
|
|
2021
|
|
73,865
|
|
|
2022
|
|
62,267
|
|
|
2023
|
|
52,195
|
|
|
Thereafter
|
|
84,471
|
|
|
Total lease payments
|
|
405,878
|
|
|
Less: Imputed interest
|
|
42,238
|
|
|
Total operating lease liability
|
|
$
|
363,640
|
|
Fiscal Year
|
|
Minimum Rental Commitments
|
||
2019
|
|
$
|
66,303
|
|
2020
|
|
55,914
|
|
|
2021
|
|
45,908
|
|
|
2022
|
|
38,357
|
|
|
2023
|
|
31,528
|
|
|
Thereafter
|
|
49,249
|
|
|
Total minimum rental commitments
|
|
$
|
287,259
|
|
7.
|
Supplemental Cash Flow Information
|
8.
|
Stock-Based Compensation
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
August 3,
2019 |
|
August 4,
2018 |
|
August 3,
2019 |
|
August 4,
2018 |
||||||||
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense, before tax
|
$
|
1,235
|
|
|
$
|
1,412
|
|
|
$
|
2,533
|
|
|
$
|
2,896
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense, after tax
|
$
|
932
|
|
|
$
|
1,046
|
|
|
$
|
1,912
|
|
|
$
|
2,146
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
|
|
|
|
|||
Non-Vested - beginning of year
|
503,173
|
|
|
$
|
20.67
|
|
Granted
|
371,000
|
|
|
17.38
|
|
|
Forfeited
|
(160,032
|
)
|
|
19.56
|
|
|
Vested
|
(39,355
|
)
|
|
19.36
|
|
|
Non-Vested - end of quarter
|
674,786
|
|
|
$
|
19.20
|
|
9.
|
Recently Issued Accounting Pronouncements
|
10.
|
Commitments and Contingencies
|
|
Percentage of Net Sales
|
|
|
|
Percentage of Net Sales
|
|
|
||||||||||
|
For Thirteen Weeks Ended
|
|
Percentage
|
|
For Twenty-Six Weeks Ended
|
|
Percentage
|
||||||||||
|
August 3,
2019 |
|
August 4,
2018 |
|
Increase/(Decrease)
|
|
August 3,
2019 |
|
August 4,
2018 |
|
Increase/(Decrease)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
1.4
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(0.2
|
)%
|
Cost of sales (including buying, distribution, and occupancy costs)
|
61.4
|
%
|
|
60.8
|
%
|
|
2.4
|
%
|
|
61.6
|
%
|
|
60.9
|
%
|
|
1.0
|
%
|
Gross profit
|
38.6
|
%
|
|
39.2
|
%
|
|
(0.3
|
)%
|
|
38.4
|
%
|
|
39.1
|
%
|
|
(2.1
|
)%
|
Selling expenses
|
23.8
|
%
|
|
23.8
|
%
|
|
1.3
|
%
|
|
23.5
|
%
|
|
23.1
|
%
|
|
1.5
|
%
|
General and administrative expenses
|
5.2
|
%
|
|
5.4
|
%
|
|
(2.9
|
)%
|
|
5.4
|
%
|
|
5.3
|
%
|
|
1.9
|
%
|
Income from operations
|
9.6
|
%
|
|
10.0
|
%
|
|
(2.8
|
)%
|
|
9.5
|
%
|
|
10.7
|
%
|
|
(11.7
|
)%
|
Other income, net
|
1.0
|
%
|
|
0.5
|
%
|
|
114.8
|
%
|
|
0.8
|
%
|
|
0.6
|
%
|
|
35.9
|
%
|
Income before income taxes
|
10.6
|
%
|
|
10.5
|
%
|
|
2.6
|
%
|
|
10.3
|
%
|
|
11.3
|
%
|
|
(9.2
|
)%
|
Provision for income taxes
|
2.6
|
%
|
|
2.7
|
%
|
|
(2.9
|
)%
|
|
2.5
|
%
|
|
2.9
|
%
|
|
(14.1
|
)%
|
Net income
|
8.0
|
%
|
|
7.8
|
%
|
|
4.6
|
%
|
|
7.8
|
%
|
|
8.4
|
%
|
|
(7.4
|
)%
|
1.
|
Revenue Recognition. Retail store sales are recorded, net of expected returns, upon the purchase of merchandise by customers. Online sales are recorded, net of expected returns, when merchandise is tendered for delivery to the common carrier. 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 cards and gift certificates was $13.3 million and $16.6 million as of August 3, 2019 and February 2, 2019, respectively. Gift card and gift certificate breakage is recognized as revenue in proportion to the redemption pattern of customers by applying an estimated breakage rate. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. Sales tax collected from customers is excluded from revenue and is included as part of “accrued store operating expenses” on the Company's condensed consolidated balance sheets.
|
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 $11.3 million as of August 3, 2019 and $10.6 million as of February 2, 2019. 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.
|
Leases. During the first quarter of fiscal 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As a result of the adoption of the standard, the Company recognized net ROU assets and lease liabilities of approximately $362.6 million and $389.8 million, respectively, as of February 3, 2019 based on the present value of the total fixed payments for retail store and corporate office operating leases. Refer to Footnote 1, Basis of Presentation, and Footnote 6, Leases, for further details.
|
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
|
$
|
14,918
|
|
|
$
|
5,078
|
|
|
$
|
6,549
|
|
|
$
|
2,550
|
|
|
$
|
741
|
|
Deferred compensation
|
14,984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,984
|
|
|||||
Total contractual obligations
|
$
|
29,902
|
|
|
$
|
5,078
|
|
|
$
|
6,549
|
|
|
$
|
2,550
|
|
|
$
|
15,725
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
May 5, 2019 to June 1, 2019
|
4,552
|
|
14.92
|
|
4,552
|
|
435,655
|
|
June 2, 2019 to July 6, 2019
|
-
|
|
-
|
|
-
|
|
435,655
|
|
July 7, 2019 to Aug. 3, 2019
|
-
|
|
-
|
|
-
|
|
435,655
|
|
|
4,552
|
|
14.92
|
|
4,552
|
|
|
|
|
|
|
THE BUCKLE, INC.
|
|
|
|
|
Date:
|
September 12, 2019
|
By:
|
/s/ DENNIS H. NELSON
|
|
|
|
DENNIS H. NELSON,
|
|
|
|
President and CEO
|
|
|
|
(principal executive officer)
|
|
|
|
|
Date:
|
September 12, 2019
|
By:
|
/s/ THOMAS B. HEACOCK
|
|
|
|
THOMAS B. HEACOCK,
|
|
|
|
Senior Vice President of Finance, Treasurer, and CFO
|
|
|
|
(principal accounting officer)
|
$25,000,000.00
|
|
Lincoln, Nebraska
|
|
|
July 26, 2019
|
(i)
|
This Amendment and each promissory note or other instrument or document required hereby.
|
(ii)
|
Corporate Resolutions and Certificate of Incumbency: Borrower (2).
|
(iii)
|
Such other documents as Bank may require under any other Section of this Amendment.
|
|
|
|
WELLS FARGO BANK,
|
|
THE BUCKLE, INC.
|
|
NATIONAL ASSOCIATION
|
||
|
|
|
|
|
By:
|
/s/ DENNIS H. NELSON
|
|
By:
|
/s/ JENNI L. CHRISTIANSEN
|
|
DENNIS H. NELSON,
|
|
|
JENNI L. CHRISTIANSEN
|
|
PRESIDENT, CHIEF EXECUTIVE
|
|
|
VICE PRESIDENT
|
|
OFFICER
|
|
|
|
|
|
|
|
|
BUCKLE BRANDS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ DENNIS H. NELSON
|
|
|
|
|
DENNIS H. NELSON,
|
|
|
|
|
PRESIDENT, CHIEF EXECUTIVE
|
|
|
|
|
OFFICER
|
|
|
|
1.
|
I have reviewed this report of The Buckle, Inc. on Form 10-Q for the quarterly period ended August 3, 2019;
|
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 12, 2019
|
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 August 3, 2019;
|
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 12, 2019
|
By:
|
/s/ THOMAS B. HEACOCK
|
|
|
THOMAS B. HEACOCK,
|
|
|
Senior 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 12, 2019
|
(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,
|
|
Senior Vice President of Finance, Treasurer, and CFO
|
|
(principal accounting officer)
|
|
September 12, 2019
|