Nebraska | 47-0366193 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2407 West 24th Street, Kearney, Nebraska | 68845-4915 |
(Address of principal executive offices) | (Zip Code) |
Title of class | Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value | New York Stock Exchange |
Page
|
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Part I | ||
3
|
||
11
|
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15
|
||
16
|
||
16
|
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16
|
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Part II | ||
17
|
||
19
|
||
20
|
||
30
|
||
31
|
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51
|
||
51
|
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53
|
||
Part III | ||
53
|
||
53
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||
53
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||
53
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||
53
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||
Part IV | ||
53
|
Fiscal Years Ended
|
||||||||||||
January 28,
|
January 29,
|
January 30,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Denims
|
46.6 | % | 45.3 | % | 42.9 | % | ||||||
Tops (including sweaters)
|
32.1 | 34.0 | 36.7 | |||||||||
Accessories
|
8.2 | 8.4 | 7.7 | |||||||||
Sportswear/fashions
|
5.1 | 4.7 | 5.0 | |||||||||
Footwear
|
4.9 | 4.7 | 4.7 | |||||||||
Outerwear
|
2.3 | 2.3 | 2.5 | |||||||||
Casual bottoms
|
0.6 | 0.5 | 0.4 | |||||||||
Other
|
0.2 | 0.1 | 0.1 | |||||||||
100.0 | % | 100.0 | % | 100.0 | % |
Location of Stores
|
|||||
State
|
Number of Stores
|
State
|
Number of Stores
|
State
|
Number of Stores
|
Alabama
|
6
|
Massachusetts
|
1
|
Oregon
|
4
|
Arizona
|
12
|
Michigan
|
19
|
Pennsylvania
|
9
|
Arkansas
|
6
|
Minnesota
|
12
|
Rhode Island
|
1
|
California
|
18
|
Mississippi
|
5
|
South Carolina
|
3
|
Colorado
|
12
|
Missouri
|
15
|
South Dakota
|
3
|
Florida
|
22
|
Montana
|
5
|
Tennessee
|
12
|
Georgia
|
8
|
Nebraska
|
13
|
Texas
|
47
|
Idaho
|
6
|
Nevada
|
4
|
Utah
|
10
|
Illinois
|
18
|
New Jersey
|
3
|
Virginia
|
4
|
Indiana
|
14
|
New Mexico
|
4
|
Washington
|
14
|
Iowa
|
17
|
New York
|
3
|
West Virginia
|
4
|
Kansas
|
17
|
North Carolina
|
10
|
Wisconsin
|
13
|
Kentucky
|
5
|
North Dakota
|
4
|
Wyoming
|
1
|
Louisiana
|
11
|
Ohio
|
20
|
||
Maryland
|
3
|
Oklahoma
|
13
|
Total
|
431
|
Total Number of Stores Per Year
|
||||
Fiscal
Year
|
Open at start
of year
|
Opened in
Current Year
|
Closed in
Current Year
|
Open at end
of year
|
2002
|
295
|
11
|
2
|
304
|
2003
|
304
|
16
|
4
|
316
|
2004
|
316
|
13
|
2
|
327
|
2005
|
327
|
15
|
4
|
338
|
2006
|
338
|
17
|
5
|
350
|
2007
|
350
|
20
|
2
|
368
|
2008
|
368
|
21
|
2
|
387
|
2009
|
387
|
20
|
6
|
401
|
2010
|
401
|
21
|
2
|
420
|
2011
|
420
|
13
|
2
|
431
|
1. | Market area, including proximity to existing markets to capitalize on name recognition; |
2. | Trade area population (number, average age, and college population); |
3. | Economic vitality of market area; |
4. | Mall location, anchor tenants, tenant mix, and average sales per square foot; |
5. | Available location within a mall, square footage, storefront width, and facility of using the current store design; |
6. | Availability of experienced management personnel for the market; |
7. | Cost of rent, including minimum rent, common area, and extra charges; |
8. | Estimated construction costs, including landlord charge backs and tenant allowances. |
●
|
anticipating and responding timely to changing customer demands and preferences;
|
●
|
effectively marketing both branded and private label merchandise to consumers in several diverse market segments and maintaining favorable brand recognition;
|
●
|
providing unique, high-quality merchandise in styles, colors, and sizes that appeal to consumers;
|
●
|
sourcing merchandise efficiently;
|
●
|
competitively pricing merchandise and creating customer perception of value;
|
●
|
monitoring increased labor costs, including increases in health care benefits and worker’s compensation and unemployment insurance costs.
|
■
|
Earthquake, fire, flood, tornado, and other natural disasters;
|
■
|
Power loss, computer systems failure, Internet and telecommunications or data network failure;
|
■
|
Hackers, computer viruses, software bugs, or glitches.
|
Year
|
Number of expiring
leases
|
|||
2013
|
63
|
|||
2014
|
64
|
|||
2015
|
44
|
|||
2016
|
35
|
|||
2017
|
33
|
|||
2018
|
34
|
|||
2019
|
36
|
|||
2020 and later
|
122
|
|||
Total
|
431
|
Total Number
of Shares
Purchased
|
Average
Price Paid
Per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
|
Approximate
Number of Shares Yet To
Be Purchased Under
Publicly Announced Plans
|
|
Oct. 30, 2011 to Nov. 26, 2011
|
-
|
-
|
-
|
543,900
|
Nov. 27, 2011 to Dec. 31, 2011
|
-
|
-
|
-
|
543,900
|
Jan. 1, 2012 to Jan. 28, 2012
|
-
|
-
|
-
|
543,900
|
-
|
-
|
-
|
Total Return Analysis
|
|||||||||||
2/3/2007
|
2/2/2008
|
1/31/2009
|
1/30/2010
|
1/29/2011
|
1/28/2012
|
||||||
The Buckle , Inc.
|
100.00
|
126.76
|
106.81
|
166.46
|
214.48
|
278.38
|
|||||
New Peer Group
|
100.00
|
90.53
|
45.68
|
83.51
|
103.33
|
114.27
|
|||||
Old Peer Group
|
100.00
|
87.53
|
42.08
|
77.20
|
98.42
|
112.79
|
|||||
Russell 2000 Index
|
100.00
|
90.23
|
56.98
|
78.54
|
103.16
|
106.92
|
Fiscal Years Ended
|
||||||||||||||||||||||||
January 28, 2012
|
January 29, 2011
|
January 30, 2010
|
||||||||||||||||||||||
Quarter
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
||||||||||||||||||
First
|
$ | 46.38 | $ | 34.51 | $ | 40.35 | $ | 27.56 | $ | 38.30 | $ | 20.54 | ||||||||||||
Second
|
47.97 | 38.54 | 38.30 | 26.85 | 39.09 | 28.75 | ||||||||||||||||||
Third
|
45.89 | 33.97 | 31.41 | 23.00 | 37.49 | 25.52 | ||||||||||||||||||
Fourth | 45.98 | 36.58 | 39.84 | 28.92 | 33.72 | 26.39 |
SELECTED FINANCIAL DATA
|
||||||||||||||||||||
(Amounts in Thousands Except Share, Per Share Amounts, and Selected Operating Data)
|
||||||||||||||||||||
Fiscal Years Ended
|
||||||||||||||||||||
January 28,
|
January 29,
|
January 30,
|
January 31,
|
February 2,
|
||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Income Statement Data
|
||||||||||||||||||||
Net sales
|
$ | 1,062,946 | $ | 949,838 | $ | 898,287 | $ | 792,046 | $ | 619,888 | ||||||||||
Cost of sales (including
|
||||||||||||||||||||
buying, distribution, and
|
||||||||||||||||||||
occupancy costs)
|
594,291 | 530,709 | 497,668 | 448,558 | 365,350 | |||||||||||||||
Gross profit
|
468,655 | 419,129 | 400,619 | 343,488 | 254,538 | |||||||||||||||
Selling expenses
|
195,294 | 177,610 | 168,741 | 151,251 | 118,699 | |||||||||||||||
General and administrative expenses
|
37,041 | 30,752 | 32,416 | 30,041 | 26,212 | |||||||||||||||
Income from operations
|
236,320 | 210,767 | 199,462 | 162,196 | 109,627 | |||||||||||||||
Other income, net
|
4,161 | 3,911 | 3,674 | 7,829 | 9,183 | |||||||||||||||
Gain (loss) - impairment of securities
|
- | - | 991 | (5,157 | ) | - | ||||||||||||||
Income before income taxes
|
240,481 | 214,678 | 204,127 | 164,868 | 118,810 | |||||||||||||||
Provision for income taxes
|
89,025 | 79,996 | 76,824 | 60,459 | 43,563 | |||||||||||||||
Net income
|
$ | 151,456 | $ | 134,682 | $ | 127,303 | $ | 104,409 | $ | 75,247 | ||||||||||
Basic earnings per share
|
$ | 3.23 | $ | 2.92 | $ | 2.79 | $ | 2.30 | $ | 1.69 | ||||||||||
Diluted earnings per share
|
$ | 3.20 | $ | 2.86 | $ | 2.73 | $ | 2.24 | $ | 1.63 | ||||||||||
Dividends declared per share (a)
|
$ | 3.05 | $ | 3.30 | $ | 2.60 | $ | 2.73 | $ | 0.60 | ||||||||||
Selected Operating Data
|
||||||||||||||||||||
Stores open at end of period
|
431 | 420 | 401 | 387 | 368 | |||||||||||||||
Average sales per square foot
|
$ | 462 | $ | 428 | $ | 428 | $ | 401 | $ | 335 | ||||||||||
Average sales per store (000's)
|
$ | 2,314 | $ | 2,133 | $ | 2,129 | $ | 1,995 | $ | 1,668 | ||||||||||
Comparable store sales change (b)
|
8.4 | % | 1.2 | % | 7.8 | % | 20.6 | % | 13.2 | % | ||||||||||
Balance Sheet Data
(c)
|
||||||||||||||||||||
Working capital
|
$ | 210,296 | $ | 160,663 | $ | 172,779 | $ | 197,539 | $ | 184,395 | ||||||||||
Long-term investments
|
$ | 39,985 | $ | 66,162 | $ | 72,770 | $ | 56,213 | $ | 81,201 | ||||||||||
Total assets
|
$ | 531,539 | $ | 494,844 | $ | 488,903 | $ | 465,340 | $ | 450,657 | ||||||||||
Long-term debt
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Stockholders' equity
|
$ | 363,147 | $ | 345,665 | $ | 354,259 | $ | 337,222 | $ | 338,320 |
(a)
|
During fiscal 2007, cash dividends were $0.1333 per share in the first and second quarters and $0.1667 per share in the third and fourth quarters. During fiscal 2008, cash dividends were $0.1667 per share in the first and second quarters and $0.20 per share in the third and fourth quarters. In addition, the Company paid a special cash dividend of $2.00 per share in the third quarter of fiscal 2008. During fiscal 2009, cash dividends were $0.20 per share in each of the four quarters. The Company also paid a special cash dividend of $1.80 per share in the third quarter of fiscal 2009. During fiscal 2010, cash dividends were $0.20 per share in each of the four quarters. In addition, the Company paid a special cash dividend of $2.50 per share in the fourth quarter of fiscal 2010. During fiscal 2011, cash dividends were $0.20 per share in each of the four quarters. The Company also paid a special cash dividend of $2.25 per share in the third quarter of fiscal 2011. Dividend amounts prior to the Company's 3-for-2 stock split with distribution date of October 30, 2008, have been adjusted to reflect the impact of this stock split.
|
(b)
|
Stores are deemed to be comparable stores if they were open in the prior year on the first day of the fiscal period 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. Online sales are excluded from comparable store sales.
|
(c)
|
At the end of the period.
|
Percentage of Net Sales
|
Percentage Increase
|
|||||||||||||||||||
For Fiscal Years Ended
|
(Decrease)
|
|||||||||||||||||||
January 28,
2012
|
January 29,
2011
|
January 30,
2010
|
Fiscal Year
2010 to 2011
|
Fiscal Year
2009 to 2010
|
||||||||||||||||
Net sales
|
100.0 | % | 100.0 | % | 100.0 | % | 11.9 | % | 5.7 | % | ||||||||||
Cost of sales (including buying,
|
||||||||||||||||||||
distribution, and occupancy costs)
|
55.9 | % | 55.9 | % | 55.4 | % | 12.0 | % | 6.6 | % | ||||||||||
Gross profit
|
44.1 | % | 44.1 | % | 44.6 | % | 11.8 | % | 4.6 | % | ||||||||||
Selling expenses
|
18.4 | % | 18.7 | % | 18.8 | % | 10.0 | % | 5.3 | % | ||||||||||
General and administrative expenses
|
3.5 | % | 3.2 | % | 3.6 | % | 20.4 | % | (5.1 | %) | ||||||||||
Income from operations
|
22.2 | % | 22.2 | % | 22.2 | % | 12.1 | % | 5.7 | % | ||||||||||
Other income, net
|
0.4 | % | 0.4 | % | 0.4 | % | 6.4 | % | 6.4 | % | ||||||||||
Gain - impairment of securities
|
0.0 | % | 0.0 | % | 0.1 | % | 0.0 | % | (100.0 | %) | ||||||||||
Income before income taxes
|
22.6 | % | 22.6 | % | 22.7 | % | 12.0 | % | 5.2 | % | ||||||||||
Provision for income taxes
|
8.4 | % | 8.4 | % | 8.5 | % | 11.3 | % | 4.1 | % | ||||||||||
Net income
|
14.2 | % | 14.2 | % | 14.2 | % | 12.5 | % | 5.8 | % |
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 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 liability recorded for unredeemed gift certificates and gift cards was $20.3 million and $17.2 million as of January 28, 2012 and January 29, 2011, respectively. The Company records breakage as other income when the probability of redemption, which is based on historical redemption patterns, is remote. Breakage reported for the fiscal years ended January 28, 2012, January 29, 2011, and January 30, 2010 was $0.7 million, $0.5 million, and $0.4 million, respectively.
|
2.
|
Inventory.
Inventory is valued at the lower of cost or market. 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 reserve for merchandise obsolescence and markdowns that could affect market 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 liability recorded as a reserve for markdowns and/or obsolescence was $4.9 million and $5.1 million as of January 28, 2012 and January 29, 2011, respectively. 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. During fiscal 2010, the Company recorded a $0.2 million valuation allowance to reduce the value of its capital loss carryforward to its expected realizable amount prior to expiration. 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 consolidated balance sheets and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of income.
|
5.
|
Investments.
As more fully described in Liquidity and Capital Resources on pages 23 to 25 and in Note B to the consolidated financial statements on pages 40 to 41, in prior years the Company invested a portion of its investments in auction-rate securities (“ARS”) and preferred securities. These investments are classified as available-for-sale securities and are reported at fair market values of $14.2 million and $20.0 million as of January 28, 2012 and January 29, 2011, respectively.
|
●
|
Pricing was provided by the custodian of ARS;
|
●
|
Pricing was provided by a third-party broker for ARS;
|
●
|
Sales of similar securities;
|
●
|
Quoted prices for similar securities in active markets;
|
●
|
Quoted prices for publicly traded preferred securities;
|
●
|
Quoted prices for similar assets in markets that are not active - including markets where there are few transactions for the asset, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly;
|
●
|
Pricing was provided by a third-party valuation consultant (using Level 3 inputs).
|
Payments Due by Period
|
||||||||||||||||||||
Contractual obligations (dollar amounts in thousands):
|
Total
|
Less than
1 year
|
1-3 years
|
4-5 years
|
After 5
years
|
|||||||||||||||
Long-term debt
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Purchase obligations
|
5,761 | 5,586 | 175 | - | - | |||||||||||||||
Deferred compensation
|
8,581 | - | - | - | 8,581 | |||||||||||||||
Operating leases
|
342,604 | 55,546 | 97,284 | 80,259 | 109,515 | |||||||||||||||
Total contractual obligations
|
$ | 356,946 | $ | 61,132 | $ | 97,459 | $ | 80,259 | $ | 118,096 |
Amount of Commitment Expiration Per Period
|
||||||||||||||||||||
Other commercial commitments (dollar amounts in thousands):
|
Total Amounts Committed
|
Less than
1 year
|
1-3 years
|
4-5 years
|
After 5
years
|
|||||||||||||||
Lines of credit
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Total commercial commitments
|
$ | - | $ | - | $ | - | $ | - | $ | - |
THE BUCKLE, INC.
|
||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||
(Dollar Amounts in Thousands Except Share and Per Share Amounts)
|
||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||
Additional
|
Other
|
|||||||||||||||||||||||
Number of
|
Common
|
Paid-in
|
Retained
|
Comprehensive
|
||||||||||||||||||||
Shares
|
Stock
|
Capital
|
Earnings
|
Loss
|
Total
|
|||||||||||||||||||
BALANCE, February 1, 2009
|
45,906,265 | 459 | 68,894 | 268,789 | (920 | ) | 337,222 | |||||||||||||||||
Net income
|
- | - | - | 127,303 | - | 127,303 | ||||||||||||||||||
Dividends paid on common stock,
|
||||||||||||||||||||||||
($2.60 per share)
|
- | - | - | (120,341 | ) | - | (120,341 | ) | ||||||||||||||||
Common stock issued on exercise
|
||||||||||||||||||||||||
of stock options
|
278,430 | 3 | 1,823 | - | - | 1,826 | ||||||||||||||||||
Issuance of non-vested stock, net of forfeitures
|
196,568 | 2 | (2 | ) | - | - | - | |||||||||||||||||
Amortization of non-vested stock grants,
|
||||||||||||||||||||||||
net of forfeitures
|
- | - | 4,988 | - | - | 4,988 | ||||||||||||||||||
Stock option compensation expense
|
- | - | 175 | - | - | 175 | ||||||||||||||||||
Income tax benefit related to exercise
|
||||||||||||||||||||||||
of stock options
|
- | - | 2,959 | - | - | 2,959 | ||||||||||||||||||
Change in unrealized loss on investments, net of tax
|
- | - | - | - | 127 | 127 | ||||||||||||||||||
BALANCE, January 30, 2010
|
46,381,263 | $ | 464 | $ | 78,837 | $ | 275,751 | $ | (793 | ) | $ | 354,259 | ||||||||||||
Net income
|
- | - | - | 134,682 | - | 134,682 | ||||||||||||||||||
Dividends paid on common stock,
|
||||||||||||||||||||||||
($3.30 per share)
|
- | - | - | (154,287 | ) | - | (154,287 | ) | ||||||||||||||||
Common stock issued on exercise
|
||||||||||||||||||||||||
of stock options
|
754,010 | 7 | 1,670 | - | - | 1,677 | ||||||||||||||||||
Issuance of non-vested stock, net of forfeitures
|
239,453 | 2 | (2 | ) | - | - | - | |||||||||||||||||
Amortization of non-vested stock grants,
|
||||||||||||||||||||||||
net of forfeitures
|
- | - | 4,439 | - | - | 4,439 | ||||||||||||||||||
Stock option compensation expense
|
- | - | 64 | - | - | 64 | ||||||||||||||||||
Common stock purchased and retired
|
(246,800 | ) | (2 | ) | (5,992 | ) | - | - | (5,994 | ) | ||||||||||||||
Income tax benefit related to exercise
|
||||||||||||||||||||||||
of stock options
|
- | - | 10,703 | - | - | 10,703 | ||||||||||||||||||
Change in unrealized loss on investments, net of tax
|
- | - | - | - | 122 | 122 | ||||||||||||||||||
BALANCE, January 29, 2011
|
47,127,926 | $ | 471 | $ | 89,719 | $ | 256,146 | $ | (671 | ) | $ | 345,665 | ||||||||||||
Net income
|
- | - | - | 151,456 | - | 151,456 | ||||||||||||||||||
Dividends paid on common stock,
|
||||||||||||||||||||||||
($3.05 per share)
|
- | - | - | (144,563 | ) | - | (144,563 | ) | ||||||||||||||||
Common stock issued on exercise
|
||||||||||||||||||||||||
of stock options
|
184,368 | 2 | 827 | - | - | 829 | ||||||||||||||||||
Issuance of non-vested stock, net of forfeitures
|
128,395 | 1 | (1 | ) | - | - | - | |||||||||||||||||
Amortization of non-vested stock grants,
|
||||||||||||||||||||||||
net of forfeitures
|
- | - | 6,403 | - | - | 6,403 | ||||||||||||||||||
Common stock purchased and retired
|
(8,600 | ) | - | (296 | ) | - | - | (296 | ) | |||||||||||||||
Income tax benefit related to exercise
|
||||||||||||||||||||||||
of stock options
|
- | - | 3,681 | - | - | 3,681 | ||||||||||||||||||
Change in unrealized loss on investments, net of tax
|
- | - | - | - | (28 | ) | (28 | ) | ||||||||||||||||
BALANCE, January 28, 2012
|
47,432,089 | $ | 474 | $ | 100,333 | $ | 263,039 | $ | (699 | ) | $ | 363,147 |
THE BUCKLE, INC.
|
||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
(Dollar Amounts in Thousands)
|
||||||||||||
Fiscal Years Ended | ||||||||||||
January 28,
|
January 29,
|
January 30,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net income
|
$ | 151,456 | $ | 134,682 | $ | 127,303 | ||||||
Adjustments to reconcile net income to net cash flows
|
||||||||||||
from operating activities:
|
||||||||||||
Depreciation and amortization
|
32,769 | 29,781 | 25,135 | |||||||||
Amortization of non-vested stock grants, net of forfeitures
|
6,403 | 4,439 | 4,988 | |||||||||
Stock option compensation expense
|
- | 64 | 175 | |||||||||
Gain - impairment of securities
|
- | - | (991 | ) | ||||||||
Deferred income taxes
|
5,417 | 10,952 | 414 | |||||||||
Other
|
859 | 901 | 38 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Receivables
|
1,232 | 544 | (1,967 | ) | ||||||||
Inventory
|
(15,616 | ) | (406 | ) | (4,224 | ) | ||||||
Prepaid expenses and other assets
|
321 | (2,757 | ) | 6,282 | ||||||||
Accounts payable
|
(2,883 | ) | 10,722 | (2,916 | ) | |||||||
Accrued employee compensation
|
6,836 | (5,445 | ) | 1,003 | ||||||||
Accrued store operating expenses
|
1,472 | 787 | 1,165 | |||||||||
Gift certificates redeemable
|
3,073 | 3,706 | 3,363 | |||||||||
Income taxes payable
|
18,007 | (10,578 | ) | (5,731 | ) | |||||||
Deferred rent liabilities and deferred compensation
|
(73 | ) | 2,543 | 3,922 | ||||||||
Net cash flows from operating activities
|
209,273 | 179,935 | 157,959 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of property and equipment
|
(36,627 | ) | (54,945 | ) | (50,561 | ) | ||||||
Proceeds from sale of property and equipment
|
9 | 14 | 308 | |||||||||
Change in other assets
|
19 | (1,321 | ) | (74 | ) | |||||||
Purchases of investments
|
(14,099 | ) | (39,698 | ) | (52,604 | ) | ||||||
Proceeds from sales / maturities of investments
|
33,125 | 46,294 | 33,703 | |||||||||
Net cash flows from investing activities
|
(17,573 | ) | (49,656 | ) | (69,228 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from the exercise of stock options
|
829 | 1,677 | 1,826 | |||||||||
Excess tax benefit from stock option exercises
|
2,371 | 9,455 | 2,661 | |||||||||
Purchases of common stock
|
(296 | ) | (5,994 | ) | - | |||||||
Payment of dividends
|
(144,563 | ) | (154,287 | ) | (120,341 | ) | ||||||
Net cash flows from financing activities
|
(141,659 | ) | (149,149 | ) | (115,854 | ) | ||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
50,041 | (18,870 | ) | (27,123 | ) | |||||||
CASH AND CASH EQUIVALENTS, Beginning of year
|
116,470 | 135,340 | 162,463 | |||||||||
CASH AND CASH EQUIVALENTS, End of year
|
$ | 166,511 | $ | 116,470 | $ | 135,340 |
A. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Fiscal Years Ended | ||||||||||||
January 28,
|
January 29,
|
January 30,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Net income
|
$ | 151,456 | $ | 134,682 | $ | 127,303 | ||||||
Change in unrealized loss on investments,
|
||||||||||||
net of taxes of $17, $(72), and $(75), respectively
|
(28 | ) | 122 | 127 | ||||||||
Comprehensive income
|
$ | 151,428 | $ | 134,804 | $ | 127,430 |
B. | INVESTMENTS |
Amortized
|
Gross
|
Gross
|
Other-than-
|
Estimated
|
||||||||||||||||
Cost or
|
Unrealized
|
Unrealized
|
Temporary
|
Fair
|
||||||||||||||||
Par Value
|
Gains
|
Losses
|
Impairment
|
Value
|
||||||||||||||||
Available-for-Sale Securities:
|
||||||||||||||||||||
Auction-rate securities
|
$ | 15,975 | $ | - | $ | (1,110 | ) | $ | (725 | ) | $ | 14,140 | ||||||||
Preferred stock
|
2,000 | - | - | (1,974 | ) | 26 | ||||||||||||||
$ | 17,975 | $ | - | $ | (1,110 | ) | $ | (2,699 | ) | $ | 14,166 | |||||||||
Held-to-Maturity Securities:
|
|
|||||||||||||||||||
State and municipal bonds
|
$ | 43,474 | $ | 323 | $ | - | $ | - | $ | 43,797 | ||||||||||
Fixed maturities
|
3,262 | 20 | - | - | 3,282 | |||||||||||||||
Certificates of deposit
|
500 | 16 | - | - | 516 | |||||||||||||||
$ | 47,236 | $ | 359 | $ | - | $ | - | $ | 47,595 | |||||||||||
Trading Securities:
|
||||||||||||||||||||
Mutual funds
|
$ | 8,946 | $ | - | $ | (365 | ) | $ | - | $ | 8,581 |
Amortized
|
Gross
|
Gross
|
Other-than-
|
Estimated
|
||||||||||||||||
Cost or
|
Unrealized
|
Unrealized
|
Temporary
|
Fair
|
||||||||||||||||
Par Value
|
Gains
|
Losses
|
Impairment
|
Value
|
||||||||||||||||
Available-for-Sale Securities:
|
||||||||||||||||||||
Auction-rate securities
|
$ | 21,725 | $ | - | $ | (1,065 | ) | $ | (725 | ) | $ | 19,935 | ||||||||
Preferred stock
|
2,000 | - | - | (1,974 | ) | 26 | ||||||||||||||
$ | 23,725 | $ | - | $ | (1,065 | ) | $ | (2,699 | ) | $ | 19,961 | |||||||||
Held-to-Maturity Securities:
|
|
|||||||||||||||||||
State and municipal bonds
|
$ | 52,352 | $ | 428 | $ | (39 | ) | $ | - | $ | 52,741 | |||||||||
Fixed maturities
|
6,314 | 80 | - | - | 6,394 | |||||||||||||||
Certificates of deposit
|
700 | 22 | - | - | 722 | |||||||||||||||
U.S. treasuries
|
2,000 | - | - | - | 2,000 | |||||||||||||||
$ | 61,366 | $ | 530 | $ | (39 | ) | $ | - | $ | 61,857 | ||||||||||
Trading Securities:
|
||||||||||||||||||||
Mutual funds
|
$ | 7,453 | $ | 274 | $ | - | $ | - | $ | 7,727 |
Nature
|
Underlying Collateral
|
Par Value
|
||||
Municipal revenue bonds
|
100% insured by AAA/AA/A-rated bond insurers at January 28, 2012
|
$ | 10,125 | |||
Municipal bond funds
|
Fixed income instruments within issuers' money market funds
|
2,900 | ||||
Student loan bonds
|
Student loans guaranteed by state entities
|
2,950 | ||||
Preferred stock
|
Underlying investments of closed-end funds
|
2,000 | ||||
Total par value
|
$ | 17,975 |
Amortized
|
Fair
|
|||||||
Cost
|
Value
|
|||||||
Held-to-maturity securities
|
||||||||
Less than 1 year
|
$ | 29,973 | $ | 30,156 | ||||
1 - 5 years
|
17,263 | 17,439 | ||||||
$ | 47,236 | $ | 47,595 |
C. |
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. The Company has concluded that certain of its ARS represent Level 3 valuation and should be valued using a discounted cash flow analysis. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, timing and amount of cash flows, and expected holding periods of the ARS.
|
●
|
Pricing was provided by the custodian of ARS;
|
●
|
Pricing was provided by a third-party broker for ARS;
|
●
|
Sales of similar securities;
|
●
|
Quoted prices for similar securities in active markets;
|
●
|
Quoted prices for publicly traded preferred securities;
|
●
|
Quoted prices for similar assets in markets that are not active - including markets where there are few transactions for the asset, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly;
|
●
|
Pricing was provided by a third-party valuation consultant (using Level 3 inputs).
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Quoted Prices in
|
||||||||||||||||
Active Markets
|
Significant
|
Significant
|
||||||||||||||
for Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
January 28, 2012
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||
Available-for-sale securities
|
||||||||||||||||
Auction-rate securities
|
$ | - | $ | 2,920 | $ | 11,220 | $ | 14,140 | ||||||||
Preferred stock
|
26 | - | - | 26 | ||||||||||||
Trading securities (including mutual funds)
|
8,581 | - | - | 8,581 | ||||||||||||
Totals
|
$ | 8,607 | $ | 2,920 | $ | 11,220 | $ | 22,747 |
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Quoted Prices in
|
||||||||||||||||
Active Markets
|
Significant
|
Significant
|
||||||||||||||
for Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
January 29, 2011
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||
Available-for-sale securities
|
||||||||||||||||
Auction-rate securities
|
$ | - | $ | 11,349 | $ | 8,586 | $ | 19,935 | ||||||||
Preferred stock
|
26 | - | - | 26 | ||||||||||||
Trading securities (including mutual funds)
|
7,727 | - | - | 7,727 | ||||||||||||
Totals
|
$ | 7,753 | $ | 11,349 | $ | 8,586 | $ | 27,688 |
Fiscal Year Ended January 28, 2012
|
|||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|||||||||||||||||
Available-for-Sale Securities
|
Trading Securities
|
||||||||||||||||
Auction-rate
|
Preferred
|
Mutual
|
|||||||||||||||
Securities
|
Stock
|
Funds
|
Total
|
||||||||||||||
Balance, beginning of year
|
$ | 8,586 | $ | - | $ | - | $ | 8,586 | |||||||||
Transfers into Level 3
|
2,787 |
(a)
|
- | - | 2,787 | ||||||||||||
Transfers out of Level 3
|
- | - | - | - | |||||||||||||
Total gains and losses:
|
|||||||||||||||||
Included in net income
|
- | - | - | - | |||||||||||||
Included in other
|
|||||||||||||||||
comprehensive income
|
(103 | ) | - | - | (103 | ) | |||||||||||
Purchases, Issuances,
|
|||||||||||||||||
Sales, and Settlements:
|
|||||||||||||||||
Purchases
|
- | - | - | - | |||||||||||||
Issuances
|
- | - | - | - | |||||||||||||
Sales
|
(50 | ) | - | - | (50 | ) | |||||||||||
Settlements
|
- | - | - | - | |||||||||||||
Balance, end of year
|
$ | 11,220 | $ | - | $ | - | $ | 11,220 |
Fiscal Year Ended January 29, 2011
|
||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
||||||||||||||||
Available-for-Sale Securities
|
Trading Securities
|
|||||||||||||||
Auction-rate
|
Preferred
|
Mutual
|
||||||||||||||
Securities
|
Stock
|
Funds
|
Total
|
|||||||||||||
Balance, beginning of year
|
$ | 8,637 | $ | - | $ | - | $ | 8,637 | ||||||||
Transfers into Level 3
|
- | - | - | - | ||||||||||||
Transfers out of Level 3
|
- | - | - | - | ||||||||||||
Total gains and losses:
|
||||||||||||||||
Included in net income
|
- | - | - | - | ||||||||||||
Included in other
|
||||||||||||||||
comprehensive income
|
- | - | - | - | ||||||||||||
Purchases, Issuances,
|
||||||||||||||||
Sales, and Settlements:
|
||||||||||||||||
Purchases
|
- | - | - | - | ||||||||||||
Issuances
|
- | - | - | - | ||||||||||||
Sales
|
(51 | ) | - | - | (51 | ) | ||||||||||
Settlements
|
- | - | - | - | ||||||||||||
Balance, end of year
|
$ | 8,586 | $ | - | $ | - | $ | 8,586 |
D. |
PROPERTY AND EQUIPMENT
|
January 28,
|
January 29,
|
|||||||
2012
|
2011
|
|||||||
Land
|
$ | 2,165 | $ | 2,165 | ||||
Building and improvements
|
27,976 | 27,808 | ||||||
Office equipment
|
7,477 | 7,250 | ||||||
Transportation equipment
|
19,085 | 19,052 | ||||||
Leasehold improvements
|
134,625 | 127,504 | ||||||
Furniture and fixtures
|
138,259 | 124,341 | ||||||
Shipping/receiving equipment
|
25,798 | 25,451 | ||||||
Screenprinting equipment
|
111 | 111 | ||||||
Construction-in-progress
|
3,370 | 8,731 | ||||||
$ | 358,866 | $ | 342,413 |
E. |
FINANCING ARRANGEMENTS
|
F. |
INCOME TAXES
|
Fiscal Years Ended
|
||||||||||||
January 28,
|
January 29,
|
January 30,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Current income tax expense:
|
||||||||||||
Federal
|
$ | 73,880 | $ | 59,475 | $ | 66,059 | ||||||
State
|
9,728 | 9,569 | 10,351 | |||||||||
Deferred income tax expense
|
5,417 | 10,952 | 414 | |||||||||
Total
|
$ | 89,025 | $ | 79,996 | $ | 76,824 |
Fiscal Years Ended
|
||||||||||||
January 28,
|
January 29,
|
January 30,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State income tax effect
|
2.7 | 3.0 | 3.4 | |||||||||
Tax exempt interest income
|
(0.2 | ) | (0.2 | ) | (0.3 | ) | ||||||
Other
|
(0.5 | ) | (0.5 | ) | (0.5 | ) | ||||||
Effective tax rate
|
37.0 | % | 37.3 | % | 37.6 | % |
January 28,
|
January 29,
|
|||||||
2012
|
2011
|
|||||||
Deferred income tax assets (liabilities):
|
||||||||
Inventory
|
$ | 3,772 | $ | 3,494 | ||||
Stock-based compensation
|
3,770 | 3,235 | ||||||
Accrued compensation
|
3,837 | 4,071 | ||||||
Accrued store operating costs
|
647 | 468 | ||||||
Unrealized loss on securities
|
1,937 | 1,731 | ||||||
Gift certificates redeemable
|
844 | 653 | ||||||
Allowance for doubtful accounts
|
7 | 15 | ||||||
Deferred rent liability
|
13,506 | 13,849 | ||||||
Property and equipment
|
(33,502 | ) | (27,251 | ) | ||||
Less: Valuation allowance
|
(194 | ) | (241 | ) | ||||
Net deferred income tax asset (liability)
|
$ | (5,376 | ) | $ | 24 |
G. |
RELATED PARTY TRANSACTIONS
|
H. |
COMMITMENTS
|
Minimum Rental
|
||||
Fiscal Year
|
Commitments
|
|||
2012
|
$ | 55,546 | ||
2013
|
51,388 | |||
2014
|
45,896 | |||
2015
|
41,943 | |||
2016
|
38,316 | |||
Thereafter
|
109,515 | |||
Total minimum rental commitments
|
$ | 342,604 |
I . | EMPLOYEE BENEFITS |
J. | STOCK-BASED COMPENSATION |
Fiscal Years Ended
|
||||||||||||
January 28,
|
January 29,
|
January 30,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Stock-based compensation expense, before tax:
|
||||||||||||
Stock options
|
$ | - | $ | 64 | $ | 175 | ||||||
Non-vested shares of common stock
|
6,403 | 4,439 | 4,988 | |||||||||
Total stock-based compensation expense, before tax
|
$ | 6,403 | $ | 4,503 | $ | 5,163 | ||||||
Total stock-based compensation expense, after tax
|
$ | 4,034 | $ | 2,837 | $ | 3,253 |
Weighted
|
|||||||||||||||||
Weighted
|
Average
|
||||||||||||||||
Average
|
Remaining
|
Aggregate
|
|||||||||||||||
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||||||
Shares
|
Price
|
Life
|
Value
|
||||||||||||||
Outstanding - beginning of year
|
600,506 | $ | 4.54 | ||||||||||||||
Granted
|
- | - | |||||||||||||||
Other (1)
|
2,306 | 0.12 | |||||||||||||||
Expired/forfeited
|
(472 | ) | 2.14 | ||||||||||||||
Exercised
|
(184,368 | ) | 4.50 | ||||||||||||||
Outstanding - end of year
|
417,972 | $ | 2.38 | 3.10 |
years
|
$ | 17,123 | ||||||||||
Exercisable - end of year
|
417,972 | $ | 2.38 | 3.10 |
years
|
$ | 17,123 |
(1) | An adjustment was made to the exercise price and number of options outstanding for the special cash dividend paid during October 2011. “Other” represents additional options issued as a result of this adjustment in the third quarter of fiscal 2011. |
Weighted Average
|
||||||||
Grant Date
|
||||||||
Shares
|
Fair Value
|
|||||||
Non-Vested - beginning of year
|
436,546 | $ | 26.07 | |||||
Granted
|
245,500 | 35.59 | ||||||
Forfeited
|
(117,105 | ) | 28.45 | |||||
Vested
|
(178,739 | ) | 25.62 | |||||
Non-Vested - end of year
|
386,202 | $ | 31.61 |
K. | EARNINGS PER SHARE |
Fiscal Years Ended
|
|||||||||||||||||||||||||||
January 28, 2012
|
January 29, 2011
|
January 30, 2010
|
|||||||||||||||||||||||||
Weighted
|
Per
|
Weighted
|
Per
|
Weighted
|
Per
|
||||||||||||||||||||||
Average
|
Share
|
Average
|
Share
|
Average
|
Share
|
||||||||||||||||||||||
Income
|
Shares
|
Amount
|
Income
|
Shares
|
Amount
|
Income
|
Shares
|
Amount
|
|||||||||||||||||||
Basic EPS
|
|||||||||||||||||||||||||||
Net income
|
$ | 151,456 | 46,859 | $ | 3.23 | $ | 134,682 | 46,183 | $ | 2.92 | $ | 127,303 | 45,699 | $ | 2.79 | ||||||||||||
Effect of Dilutive Securities
|
|||||||||||||||||||||||||||
Stock options and
|
|||||||||||||||||||||||||||
non-vested shares
|
- | 500 | (0.03 | ) | - | 842 | (0.06 | ) | - | 993 | (0.06 | ) | |||||||||||||||
Diluted EPS
|
$ | 151,456 | 47,359 | $ | 3.20 | $ | 134,682 | 47,025 | $ | 2.86 | $ | 127,303 | 46,692 | $ | 2.73 |
L. | SEGMENT INFORMATION |
Fiscal Years Ended
|
||||||||||||
January 28,
|
January 29,
|
January 30,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Denims
|
46.6 | % | 45.3 | % | 42.9 | % | ||||||
Tops (including sweaters)
|
32.1 | 34.0 | 36.7 | |||||||||
Accessories
|
8.2 | 8.4 | 7.7 | |||||||||
Sportswear/fashions
|
5.1 | 4.7 | 5.0 | |||||||||
Footwear
|
4.9 | 4.7 | 4.7 | |||||||||
Outerwear
|
2.3 | 2.3 | 2.5 | |||||||||
Casual bottoms
|
0.6 | 0.5 | 0.4 | |||||||||
Other
|
0.2 | 0.1 | 0.1 | |||||||||
100.0 | % | 100.0 | % | 100.0 | % |
M. |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
|
Quarter
|
||||||||||||||||
Fiscal 2011
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||
Net sales
|
$ | 240,092 | $ | 212,378 | $ | 273,400 | $ | 337,076 | ||||||||
Gross profit
|
$ | 102,944 | $ | 87,145 | $ | 118,665 | $ | 159,901 | ||||||||
Net income
|
$ | 33,469 | $ | 23,558 | $ | 38,349 | $ | 56,080 | ||||||||
Basic earnings per share
|
$ | 0.72 | $ | 0.50 | $ | 0.82 | $ | 1.19 | ||||||||
Diluted earnings per share
|
$ | 0.71 | $ | 0.50 | $ | 0.81 | $ | 1.18 |
Quarter
|
||||||||||||||||
Fiscal 2010
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||
Net sales
|
$ | 214,797 | $ | 188,639 | $ | 243,346 | $ | 303,056 | ||||||||
Gross profit
|
$ | 93,451 | $ | 75,388 | $ | 105,942 | $ | 144,348 | ||||||||
Net income
|
$ | 30,110 | $ | 20,747 | $ | 34,371 | $ | 49,454 | ||||||||
Basic earnings per share
|
$ | 0.65 | $ | 0.45 | $ | 0.75 | $ | 1.06 | ||||||||
Diluted earnings per share
|
$ | 0.64 | $ | 0.44 | $ | 0.73 | $ | 1.05 |
THE BUCKLE, INC.
|
||||
Date: March 28, 2012
|
By:
|
/s/ DENNIS H. NELSON
|
||
Dennis H. Nelson,
|
||||
President and Chief Executive Officer
|
||||
Date: March 28, 2012
|
By:
|
/s/ KAREN B. RHOADS
|
||
Karen B. Rhoads,
|
||||
Vice President of Finance
|
||||
and Principal Accounting Officer
|
/s/ DANIEL J. HIRSCHFELD
|
/s/ BILL L. FAIRFIELD
|
|
Daniel J. Hirschfeld
|
Bill L. Fairfield
|
|
Chairman of the Board and Director
|
Director
|
|
/s/ DENNIS H. NELSON
|
/s/ BRUCE L. HOBERMAN
|
|
Dennis H. Nelson
|
Bruce L. Hoberman
|
|
President and Chief Executive Officer
|
Director
|
|
and Director
|
||
/s/ KAREN B. RHOADS
|
/s/ MICHAEL HUSS
|
|
Karen B. Rhoads
|
Michael Huss
|
|
Vice President of Finance and
|
Director
|
|
Principal Accounting Officer and Director
|
||
/s/ JOHN P. PEETZ
|
/s/ JAMES E. SHADA
|
|
John P. Peetz, III
|
James E. Shada
|
|
Director
|
Director
|
|
/s/ ROBERT E. CAMPBELL
|
||
Robert E. Campbell
|
||
Director
|
Allowance for
|
||||
Doubtful Accounts
|
||||
Balance, February 1, 2009
|
46,000 | |||
Amounts charged to costs and expenses
|
358,065 | |||
Write-off of uncollectible accounts
|
(369,065 | ) | ||
Balance, January 30, 2010
|
35,000 | |||
Amounts charged to costs and expenses
|
340,247 | |||
Write-off of uncollectible accounts
|
(335,247 | ) | ||
Balance, January 29, 2011
|
40,000 | |||
Amounts charged to costs and expenses
|
356,153 | |||
Write-off of uncollectible accounts
|
(378,153 | ) | ||
Balance, January 28, 2012
|
$ | 18,000 |
Exhibits
|
Page Number or Incorporation | ||||
by Reference to | |||||
(3)
|
Articles of Incorporation and By-Laws. | ||||
(3.1) |
Articles of Incorporation
|
Exhibit 3.1 to Form S-1
|
|||
of The Buckle, Inc. as amended
|
No. 33-46294
|
||||
(3.1.1) |
Amendment to the Articles of
|
||||
Incorporation of The Buckle, Inc.
|
|||||
(3.2) |
By-Laws of The Buckle, Inc.
|
Exhibit 3.2 to Form S-1
|
|||
No. 33-46294
|
|||||
(4)
|
Instruments defining the rights of security | ||||
holders, including indentures | |||||
(4.1) |
See Exhibits 3.1 and 3.2 for provisions
|
||||
of the Articles of Incorporation and
|
|||||
By-laws of the Registrant defining rights
|
|||||
of holders of Common Stock of the registrant
|
|||||
(4.2) |
Form of stock certificate for Common Stock
|
Exhibit 4.1 to Form S-1
|
|||
No. 33-46294
|
|||||
(9) | Not applicable |
|
|||
(10)
|
Material Contracts | ||||
(10.1) |
Acknowledgment for Dennis H. Nelson
|
||||
dated March 22, 2012 (*)
|
|
||||
|
|||||
(10.2) |
Acknowledgment for Karen B. Rhoads
|
||||
dated March 22
,
2012 (*)
|
|
||||
(10.3) |
Acknowledgment for Brett P. Milkie
|
||||
dated March 22, 2012 (*)
|
|||||
(10.4) |
Acknowledgment for Patricia K. Whisler
|
||||
dated March 22, 2012 (*)
|
|
||||
(10.5) |
Acknowledgment for Kari G. Smith
|
||||
dated March 22, 2012 (*)
|
|
||||
|
(10.6) |
Amended and Restated Non-Qualified
|
|
||
Deferred Compensation Plan (*) |
|
||||
(10.6.1) | Amendment to | ||||
Amended and Restated Non-Qualified | |||||
Deferred Compensation Plan (*) | |||||
(10.7) | Revolving Line of Credit Note and Second |
Exhibit 10.7 to Form 10-K
|
|||
Amendment to Credit Agreement, dated
|
filed for the fiscal year ended | ||||
July 31, 2009 between The Buckle, Inc. and |
January 30, 2010
|
||||
Wells Fargo Bank, N.A. for a $17.5 million
|
|||||
line of credit
|
|||||
|
(10.8) |
1993 Director Stock Option Plan
|
Exhibit B to Proxy Statement
|
||
Amended and Restated (*)
|
for Annual Meeting held
|
||||
June 2, 2006
|
|||||
|
|||||
(10.9) |
1997 Executive Stock Option Plan (*)
|
Exhibit B to Proxy Statement
|
|||
for Annual Meeting held
|
|||||
May 28, 1998
|
|||||
|
(10.10) |
1998 Restricted Stock Plan (*)
|
Exhibit C to Proxy Statement
|
||
for Annual Meeting held
|
|||||
May 28, 1998
|
March 22, 2012 | Acknowledged by: /s/ KAREN B. RHOADS |
The Buckle, Inc. | Karen B. Rhoads |
March 22, 2012 | Acknowledged by: /s/ BRETT P. MILKIE |
The Buckle, Inc. | Brett P. Milkie |
March 22, 2012 | Acknowledged by: /s/ PATRICIA K. WHISLER |
The Buckle, Inc. | Patricia K. Whisler |
March 22, 2012 | Acknowledged by: /s/ KARI G. SMITH |
The Buckle, Inc. | Kari G. Smith |
Page
|
||
INTRODUCTION
|
1
|
|
ARTICLE I
|
GENERAL DEFINITIONS
|
1
|
ARTICLE II
|
PARTICIPATION
|
8
|
ARTICLE III
|
DEFERRED COMPENSATION PLAN CONTRIBUTIONS FOR
ELIGIBLE EMPLOYEES
|
8
|
ARTICLE IV
|
GENERAL PROVISIONS REGARDING CONTRIBUTIONS
|
9
|
ARTICLE V
|
ALLOCATIONS TO PARTICIPANTS
'
ACCOUNTS
|
9
|
ARTICLE VI
|
DEEMED INVESTMENT OF CONTRIBUTIONS TO PLAN
|
10
|
ARTICLE VII
|
VESTING
|
10
|
ARTICLE VIII
|
PAYMENT OF BENEFITS
|
12
|
ARTICLE IX
|
DESIGNATION OF BENEFICIARY
|
14
|
ARTICLE X
|
FUNDING
|
14
|
ARTICLE XI
|
ADMINISTRATION
|
15
|
ARTICLE XII
|
AMENDMENTS, ACTION BY COMPANY, AND TERMINATION
|
19
|
ARTICLE XIII
|
PARTICIPATING EMPLOYERS
|
19
|
ARTICLE XIV
|
MISCELLANEOUS PROVISIONS
|
20
|
APPENDIX A
|
23
|
(a)
|
a change in the ownership of the capital stock of the Sponsoring Company, meaning any one person, or more than one person acting as a group acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation (within the meaning of paragraph (b) of this section)). An increase in the percentage of stock owned by any one person, or persons acting as a group, because of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or because of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. See Code Reg. Section 1.280G-1, Q&A-27(d), Example 4.
|
(b)
|
A majority of members of the Sponsoring Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation's board of directors prior to the date of the appointment or election.
|
(c)
|
Change in the ownership of a substantial portion of the Sponsoring Company’s assets. A change in the ownership of a substantial portion of a corporation's assets occurs on the date that any one person, or more than one person acting as a group (as determined in paragraph (a) above), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
|
(A)
|
To any trust created solely for the benefit of any Shareholder or any spouse of or any lineal descendant of any Shareholder;
|
(B)
|
To any individual or entity by bona fide gift;
|
(C)
|
To any spouse or former spouse pursuant to the terms of a decree of divorce; or
|
(D)
|
To any family member of the Shareholder.
|
(a)
|
The Participant is unable to engage in any substantial gainful activity due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
|
(b)
|
The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
|
(a)
|
The Participant engages in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance;
|
(b)
|
The Participant is convicted of a criminal violation involving fraud or dishonesty; or
|
(c)
|
The Participant materially breaches the terms of any Agreement between the Participant and the Sponsoring Company and/or the Participating Company relating to the Participant’s employment, or materially fails to satisfy the conditions and requirements of the Participant’s employment with the Sponsoring Company and/or the Participating Company, and such breach or failure by its nature is incapable of being cured, or such breach or failure remains uncured for more than 30 days following receipt by the Participant of written notice from the Sponsoring Company and/or the Participating Company specifying the nature of the breach or failure and demanding the cure thereof. For purposes of this paragraph, inattention by the Participant to the Participant’s duties shall be deemed a breach or failure incapable of cure. Notwithstanding anything herein to the contrary, in the event the Sponsoring Company and/or the Participating Company shall terminate the employment of the Participant for Good Cause hereunder, the Sponsoring Company and/or the Participating Company shall give at least 30 days prior written notice to the Participant specifying in detail the reason or reasons for the Participant’s termination.
|
(a)
|
There is a significant reduction in the scope of the Participant’s authority;
|
(b)
|
There is a reduction in the Participant’s rate of base pay;
|
(c)
|
The Company that employs the Participant changes the principal location in which the Participant is required to perform services; or
|
(d)
|
The Company that employs the Participant terminates or amends any Incentive Plan or Retirement Plan so that, when considered in the aggregate with any substitute Plan or Plans, the Incentive Plans and Retirement Plans in which the Participant is participating fail to provide the Participant with a level of benefits equivalent to at least 90 percent of the value of the level of benefits provided in the aggregate by such incentive Plans or Retirement Plans at the date of a Change in Control. “Incentive Plans” shall mean any incentive, bonus, deferred compensation or similar plan or arrangement currently or hereafter made available by the Company in which the Participant is eligible to participate. For purposes of the 90 percent test, the level of the value of benefits shall be compared based on comparable levels of performance, and a reduction in benefits resulting from a failure to meet performance targets shall not constitute Good Reason, so long as the performance targets are comparable and the level of benefits would not have been reduced by more than 10 percent had the performance targets been achieved. “Retirement Plans” shall mean any qualified or supplemental defined benefit retirement plan or defined contribution retirement plan, currently or hereinafter made available by the Company in which the Participant is eligible to participate, or any private arrangement maintained by the Company solely for the Participant, including, but not limited to the Profit Sharing Plan.
|
(a)
|
Income
. All Income of the Trust Fund for each Quarter attributable to the Deemed Investments made pursuant to Article VI hereof shall be allocated to Accounts of Participants according to the Deemed Investments made for such Participants
’
Accounts pursuant to Article VI hereof and in proportion to their previous Account balances.
|
(b)
|
Company Contributions
. As of the end of each Plan Year, the Company Contribution for such Plan Year shall be allocated to the Accounts of Participants. Such allocations shall be in the amounts specified in Section 3.02.
|
(c)
|
Deferral Contributions
. Within ten days following the end of each pay period, the Deferral Contributions for such pay period shall be allocated to the Accounts of the Participants who have elected to have Deferral Contributions made on their behalf, according to the amounts indicated by such elections.
|
(d)
|
Special Company Contributions
. The Board of Directors will determine the date on which Special Company Contributions will be allocated to the Accounts of Participants. Such allocations will be in the amounts specified in Section 3.03.
|
(a)
|
He or she participates any fraud, commission of any felony or the intentional destruction or misappropriation of property belonging to the Sponsoring Company and/or the Participating Company,
|
(b)
|
He or she makes any materially disparaging statements concerning the Sponsoring Company and/or the Participating Company following his or her Termination of Employment with the Company,
|
(c)
|
He or she uses any of the Sponsoring Company and/or the Participant Company’s proprietary information following Termination of Employment with the Company,
|
(d)
|
Upon Termination of Employment, he or she fails to execute, deliver to the Company within 30 days of the date of his or her Termination of Employment and perform according to the terms of, a confidentiality and nondisclosure agreement in form satisfactory to the Company in which he or she agrees to maintain and keep all nonpublic information strictly confidential and to not disclose the same in any form to any person, firm or entity, or use the same for any purpose whatsoever except as such disclosures may be required by any governmental agency or at any time by law. Nonpublic information shall include, but not be limited to, all trade secrets and other information pertaining to or in any way connected with present or future products or services or any component parts thereof; the Company’s routines, standards, and procedures, and all information undertaken or made in connection therewith; all information relating to customer, personnel and/or employee relations, marketing, business plans, business or marketing research; all information relating to financial and/or other business affairs; and all files, documents, contracts, materials, listings, computer programs, printouts, source codes, drawings, specifications, processes, applications, techniques, routines, formulas and information of every name, nature or description, whether or not the same is in machine readable form or reduced to writing, which pertain thereto; or
|
(e)
|
He or she fails to give not less than 9 months’ advance written notice to the Sponsoring Company’s Chairman of the Board of the Participant’s voluntary Termination of Employment with the Company, unless such notice is waived in writing by said Chairman of the Board.
|
(a)
|
The later of the Participant’s Termination of Employment or attainment of age 59½.
|
(b)
|
Disability of a Participant.
|
(c)
|
Death of a Participant.
|
(d)
|
Following a Change in Control and within 12 months thereof, the Participant’s Termination of Employment by the Company for any reason other than Good Cause or the Participant’s voluntary Termination of Employment with the Company for Good Reason.
|
(a)
|
In a single lump sum 60 days following the Benefit Commencement Date; or
|
(b)
|
Annual payments of substantially equal amounts for 10 years each payable on the anniversary of the Benefit Commencement Date. The first such payment will be made on the first anniversary of the Benefit Commencement Date. The unpaid balance as of each Valuation Date will share in the allocation of Trust Fund Income according to the provisions of Section 5.02. The election of installment payments under this subsection (b) is deemed the election of a single payment for the purpose of applying Section 8.03 “Additional Delay in Payment.”
|
(a)
|
The election cannot take effect until at least 12 months after the date on which the election is made;
|
(b)
|
In the case of the payment for reasons other than death, or Disability, the payment with respect to which the election is made must be deferred for a period of not less than 5 years from the date such payment would otherwise have been paid; and
|
(c)
|
The election may not be made less than 12 months before the date the payment is scheduled to be made.
|
(a)
|
The specific reason or reasons for denial, with specific references to the Plan provisions on which the denial is based;
|
(b)
|
Description of any additional material or information necessary for the Claimant to perfect his, her, or its claim and an explanation of why such material or information is necessary; and
|
(c)
|
An explanation of the Plan’s claims review procedure.
|
(a)
|
To construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;
|
(b)
|
To prescribe procedures to be followed by Participants, Former Participants or Beneficiaries filing applications for benefits;
|
(c)
|
To prepare and distribute, in such manner as the Administration Committee determines to be appropriate, information explaining the Plan;
|
(d)
|
To receive from the Company and from Participants, Former Participants or Beneficiaries such information as shall be necessary for the proper administration of the Plan;
|
(e)
|
To furnish the Company, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;
|
(f)
|
To receive, review and keep on file (as it deems convenient and proper) reports of benefit payments by the Trustee and reports of disbursements for expenses directed by the Administration Committee;
|
(g)
|
to appoint or employ individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal counsel.
|
THE BUCKLE, INC. (the “Sponsoring Company”) | ||
By:
|
/s/ KAREN B. RHOADS
|
|
Title:
|
Chief Financial Officer
|
BUCKLE BRANDS, INC. (the “Participating Company”)
|
||
By:
|
/s/ KYLE L. HANSON
|
|
Title:
|
Corporate Secretary and General Counsel
|
STATED PERCENTAGE
|
|
OF COMPANY
|
|
NAME
|
CONTRIBUTIONS
|
Dennis Nelson
|
60%
|
Brett Milkie
|
45%
|
Karen Rhoads
|
45%
|
Pat Whisler
|
45%
|
Kari Smith
|
45%
|
Bob Carlberg
|
45%
|
Kyle Hanson
|
45%
|
Tom Heacock
|
45%
|
1.
|
Section 1.22 is amended to read as follows:
|
2.
|
Section 1.24 is amended to read as follows:
|
3.
|
Section 3.01 is amended to read as follows:
|
4.
|
This Amendment shall not be construed to amend any provisions regarding the time and form of payment with respect to all elections made prior to its adoption.
|
THE BUCKLE, INC. (the “Sponsoring Company”) | ||
By:
|
/s/ KAREN B. RHOADS
|
|
Title:
|
Chief Financial Officer
|
BUCKLE BRANDS, INC. (the “Participating Company”)
|
||
By:
|
/s/ KYLE L. HANSON
|
|
Title:
|
Corporate Secretary and General Counsel
|
1. | I have reviewed this annual report of The Buckle, Inc. on Form 10-K for the fiscal year ended January 28, 2012; |
2. | Based on my knowledge, this annual 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: |
a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and | |
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
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: |
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. |
Date: March 28, 2012 | /s/ DENNIS H. NELSON |
Dennis H. Nelson | |
Chief Executive Officer
|
1. | I have reviewed this annual report of The Buckle, Inc. on Form 10-K for the fiscal year ended January 28, 2012; |
2. | Based on my knowledge, this annual 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: |
a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and | |
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
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: |
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. |
Date: March 28, 2012 | /s/ KAREN B. RHOADS |
Karen B. Rhoads | |
Principal Accounting Officer
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