The Buckle, Inc. 10Q 2020 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 31, 2020

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ____________ to ____________

Commission File Number: 001-12951

THE BUCKLE, INC.

(Exact name of Registrant as specified in its charter)


Nebraska			47-0366193
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2407 West 24th Street, Kearney, Nebraska 68845-4915

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (308) 236-8491

____________________________________________________________________

(Former name, former address, and former fiscal year if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	BKE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for a shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o; Accelerated filer þ;

Non-accelerated filer o; Smaller reporting company o;

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of December 4, 2020, was 49,407,731.

THE BUCKLE, INC.

FORM 10-Q

INDEX


		Pages
Part I. Financial Information (unaudited)

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21


Part II. Other Information

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

Signatures		23

Exhibit Index		24

THE BUCKLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands Except Share and Per Share Amounts)

(Unaudited)



ASSETS	October 31, 2020		February 1, 2020

CURRENT ASSETS:
Cash and cash equivalents	$	331,923	$	220,969
Short-term investments	7,410		12,532
Receivables	1,763		3,136
Inventory	118,707		121,258
Prepaid expenses and other assets	21,749		20,935
Total current assets	481,552		378,830

PROPERTY AND EQUIPMENT	451,708		452,205
Less accumulated depreciation and amortization	(349,411)		(338,357)
	102,297		113,848

OPERATING LEASE RIGHT-OF-USE ASSETS	287,197		350,088
LONG-TERM INVESTMENTS	16,729		15,863
OTHER ASSETS	10,104		9,261

Total assets	$	897,879	$	867,890

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	57,629	$	26,491
Accrued employee compensation	23,611		22,929
Accrued store operating expenses	23,096		17,837
Gift certificates redeemable	12,093		15,319
Current portion of operating lease liabilities	78,860		87,314
Income taxes payable	7,994		2,751
Total current liabilities	203,283		172,641

DEFERRED COMPENSATION	16,729		15,863
NON-CURRENT OPERATING LEASE LIABILITIES	235,463		290,238
Total liabilities	455,475		478,742

COMMITMENTS

STOCKHOLDERS’ EQUITY:
Common stock, authorized 100,000,000 shares of $0.01 par value; 49,407,731 and 49,205,681 shares issued and outstanding at October 31, 2020 and February 1, 2020 respectively	494		492
Additional paid-in capital	155,778		152,258
Retained earnings	286,132		236,398
Total stockholders’ equity	442,404		389,148

Total liabilities and stockholders’ equity	$	897,879	$	867,890

See notes to unaudited condensed consolidated financial statements.

THE BUCKLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands Except Per Share Amounts)

(Unaudited)



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019

SALES, Net of returns and allowances	$	251,005	$	224,121	$	582,443	$	629,251

COST OF SALES (Including buying, distribution, and occupancy costs)	134,055		130,587		345,286		380,367

Gross profit	116,950		93,534		237,157		248,884

OPERATING EXPENSES:
Selling	52,894		51,282		124,655		146,426
General and administrative	9,930		8,942		29,026		30,812
	62,824		60,224		153,681		177,238

INCOME FROM OPERATIONS	54,126		33,310		83,476		71,646

OTHER INCOME, Net	1,020		1,105		1,998		4,446

INCOME BEFORE INCOME TAXES	55,146		34,415		85,474		76,092

INCOME TAX EXPENSE	13,511		8,431		20,941		18,642

NET INCOME	$	41,635	$	25,984	$	64,533	$	57,450


EARNINGS PER SHARE:
Basic	$	0.85	$	0.54	$	1.32	$	1.18

Diluted	$	0.85	$	0.53	$	1.32	$	1.18

Basic weighted average shares	48,714		48,549		48,718		48,550
Diluted weighted average shares	48,987		48,809		48,941		48,768

See notes to unaudited condensed consolidated financial statements.

THE BUCKLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Amounts in Thousands Except Share and Per Share Amounts)

(Unaudited)



	Number of Shares	Common Stock		Additional Paid-in Capital		Retained Earnings		Total

FISCAL 2020

BALANCE, August 2, 2020	49,407,731	$	494	$	154,517	$	259,296	$	414,307
Net income	—	—		—		41,635		41,635
Dividends paid on common stock, ($0.30 per share)	—	—		—		(14,799)		(14,799)
Issuance of non-vested stock, net of forfeitures	0	0		0		—		—
Amortization of non-vested stock grants, net of forfeitures	—	—		1,261		—		1,261
Common stock purchased and retired	0	—		0		—		0
BALANCE, October 31, 2020	49,407,731	$	494	$	155,778	$	286,132	$	442,404

BALANCE, February 2, 2020	49,205,681	$	492	$	152,258	$	236,398	$	389,148
Net income	—	—		—		64,533		64,533
Dividends paid on common stock, ($0.30 per share)	—	—		—		(14,799)		(14,799)
Issuance of non-vested stock, net of forfeitures	227,050	2		(2)		—		—
Amortization of non-vested stock grants, net of forfeitures	—	—		3,894		—		3,894
Common stock purchased and retired	(25,000)	—		(372)		—		(372)
BALANCE, October 31, 2020	49,407,731	$	494	$	155,778	$	286,132	$	442,404

FISCAL 2019

BALANCE, August 4, 2019	49,223,811	$	492	$	151,027	$	251,674	$	403,193
Net income	—	—		—		25,984		25,984
Dividends paid on common stock, ($0.25 per share)	—	—		—		(12,195)		(12,195)
Issuance of non-vested stock, net of forfeitures	0	0		0		—		—
Amortization of non-vested stock grants, net of forfeitures	—	—		356		—		356
Common stock purchased and retired	0	—		0		—		0
BALANCE, November 2, 2019	49,223,811	$	492	$	151,383	$	265,463	$	417,338

BALANCE, February 3, 2019	49,017,395	$	490	$	148,564	$	244,823	$	393,877
Net income	—	—		—		57,450		57,450
Dividends paid on common stock, ($0.75 per share)	—	—		—		(36,810)		(36,810)
Issuance of non-vested stock, net of forfeitures	210,968	2		(2)		—		—
Amortization of non-vested stock grants, net of forfeitures	—	—		2,889		—		2,889
Common stock purchased and retired	(4,552)	—		(68)		—		(68)
BALANCE, November 2, 2019	49,223,811	$	492	$	151,383	$	265,463	$	417,338

See notes to unaudited condensed consolidated financial statements.

THE BUCKLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

(Unaudited)



	Thirty-Nine Weeks Ended
	October 31, 2020		November 2, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	64,533	$	57,450
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	15,693		18,021
Amortization of non-vested stock grants, net of forfeitures	3,894		2,889
Deferred income taxes	(935)		(693)
Other	115		420
Changes in operating assets and liabilities:
Receivables	1,373		373
Inventory	2,551		(13,689)
Prepaid expenses and other assets	(814)		(4,059)
Accounts payable	31,435		15,699
Accrued employee compensation	682		(3,330)
Accrued store operating expenses	4,844		2,344
Gift certificates redeemable	(3,226)		(3,946)
Income taxes payable	5,243		(7,858)
Other assets and liabilities	943		1,246

Net cash flows from operating activities	126,331		64,867

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(4,554)		(5,456)
Change in other assets	92		197
Purchases of investments	(16,074)		(25,325)
Proceeds from sales/maturities of investments	20,330		47,960

Net cash flows from investing activities	(206)		17,376

CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of common stock	(372)		(68)
Payment of dividends	(14,799)		(36,810)

Net cash flows from financing activities	(15,171)		(36,878)

NET INCREASE IN CASH AND CASH EQUIVALENTS	110,954		45,365

CASH AND CASH EQUIVALENTS, Beginning of period	220,969		168,471

CASH AND CASH EQUIVALENTS, End of period	$	331,923	$	213,836

See notes to unaudited condensed consolidated financial statements.

THE BUCKLE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 31, 2020 AND NOVEMBER 2, 2019

(Dollar Amounts in Thousands Except Share and Per Share Amounts)

(Unaudited)

1.Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for the fair presentation of the results of operations for the interim periods have been included. All such adjustments are of a normal recurring nature. Because of the seasonal nature of the business, results for interim periods are not necessarily indicative of a full year's operations. The accounting policies followed by the Company and additional footnotes are reflected in the consolidated financial statements for the fiscal year ended February 1, 2020, included in The Buckle, Inc.'s 2019 Form 10-K. The condensed consolidated balance sheet as of February 1, 2020 is derived from audited financial statements.

For purposes of this report, unless the context otherwise requires, all references herein to the “Company”, “Buckle”, “we”, “us”, or similar terms refer to The Buckle, Inc. and its subsidiary.

The Company follows generally accepted accounting principles (“GAAP”) established by the Financial Accounting Standards Board (“FASB”). References to GAAP in these notes are to the FASB Accounting Standards Codification (“ASC”).

2.Revenues

The Company is a retailer of medium to better priced casual apparel, footwear, and accessories for fashion conscious young men and women. The Company operates its business as 1 reportable segment. The Company sells its merchandise through its retail stores and e-Commerce platform. The Company had 446 stores located in 42 states throughout the United States as of October 31, 2020 and 449 stores in 42 states as of November 2, 2019. During the thirty-nine week period ended October 31, 2020, the Company opened 3 new stores, substantially remodeled 3 stores, and closed 5 stores, which includes 0 new stores, 2 substantially remodeled stores, and 0 closed stores for the third quarter. During the thirty-nine week period ended November 2, 2019, the Company opened 1 new store, substantially remodeled 3 stores, and closed 2 stores. There were 0 new, remodeled, or closed stores during the third quarter of fiscal 2019.

The Company temporarily closed all of its brick and mortar stores beginning March 18, 2020 to protect the health and welfare of its guests, teammates, and communities as a result of the COVID-19 pandemic. The Company began the process of reopening certain stores the week of April 26, 2020, following all appropriate federal, state, and local reopening guidelines. As of October 31, 2020, 445 of the Company's stores had reopened while 1 store remained closed as a result of damage sustained during the closure period. The store closings had a significant impact on the Company's revenue for the thirty-nine week period ended October 31, 2020, which was down $46,808 or 7.4% from the same thirty-nine week period in the prior year. The Company's online store remained open without interruption and experienced significant growth during the thirty-nine week period ended October 31, 2020, growing $50,046 or 67.3% compared to the same thirty-nine week period in the prior year.

For the thirteen week periods ended October 31, 2020 and November 2, 2019, online revenues accounted for 18.5% and 12.0%, respectively, of the Company's net sales. For the thirty-nine week periods ended October 31, 2020 and November 2, 2019, online revenues accounted for 21.4% and 11.8%, respectively, of the Company's net sales. No sales to an individual customer or country, other than the United States, accounted for more than 10% of net sales.

The following is information regarding the Company’s major product lines, stated as a percentage of the Company’s net sales:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
Merchandise Group	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019

Denims	41.8	%	42.3	%	39.0	%	39.3	%
Tops (including sweaters)	31.9		34.0		30.5		32.6
Footwear	9.8		8.1		9.5		7.7
Accessories	8.4		8.2		8.9		8.8
Sportswear/Fashions	2.4		1.8		8.1		7.6
Outerwear	2.1		2.5		1.2		1.3
Casual bottoms	0.9		1.1		0.8		1.1
Other	2.7		2.0		2.0		1.6
	100.0	%	100.0	%	100.0	%	100.0	%

3.Earnings Per Share

Basic earnings per share data are based on the weighted average outstanding common shares during the period. Diluted earnings per share data are based on the weighted average outstanding common shares and the effect of all dilutive potential common shares.


	Thirteen Weeks Ended					Thirteen Weeks Ended
	October 31, 2020					November 2, 2019
	Net Income		Weighted Average Shares (a)	Per Share Amount		Net Income		Weighted Average Shares (a)	Per Share Amount

Basic EPS	$	41,635	48,714	$	0.85	$	25,984	48,549	$	0.54
Effect of Dilutive Securities:
Non-vested shares	0		273	0		0		260	(0.01)
Diluted EPS	$	41,635	48,987	$	0.85	$	25,984	48,809	$	0.53

	Thirty-Nine Weeks Ended					Thirty-Nine Weeks Ended
	October 31, 2020					November 2, 2019
	Net Income		Weighted Average Shares (a)	Per Share Amount		Net Income		Weighted Average Shares (a)	Per Share Amount

Basic EPS	$	64,533	48,718	$	1.32	$	57,450	48,550	$	1.18
Effect of Dilutive Securities:
Non-vested shares	0		223	0		0		218	0
Diluted EPS	$	64,533	48,941	$	1.32	$	57,450	48,768	$	1.18

(a) Shares in thousands.

4.Investments

The following is a summary of investments as of October 31, 2020:


	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	$	7,410	$	21	$	0	$	0	$	7,431

Trading Securities:
Mutual funds	$	15,208	$	1,521	$	0	$	0	$	16,729

The following is a summary of investments as of February 1, 2020:


	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	$	12,532	$	13	$	(1)	$	0	$	12,544

Trading Securities:
Mutual funds	$	14,563	$	1,300	$	0	$	0	$	15,863

The amortized cost and fair value of debt securities by contractual maturity as of October 31, 2020 is as follows:


	Amortized Cost		Fair Value
Held-to-Maturity Securities
Less than 1 year	$	7,410	$	7,431
1 - 5 years	0		0
	$	7,410	$	7,431

As of October 31, 2020 and February 1, 2020, all of the Company's investments in held-to-maturity securities are classified in short-term investments. Trading securities are held in a Rabbi Trust, intended to fund the Company’s deferred compensation plan, and are classified in long-term investments.

5.Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

•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.

As of October 31, 2020 and February 1, 2020, the Company held certain assets that are required to be measured at fair value on a recurring basis including its investments in trading securities.

The Company’s financial assets measured at fair value on a recurring basis are as follows:


	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
October 31, 2020	(Level 1)		(Level 2)		(Level 3)		Total

Trading securities (including mutual funds)	$	16,729	$	0	$	0	$	16,729


	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
February 1, 2020	(Level 1)		(Level 2)		(Level 3)		Total

Trading securities (including mutual funds)	$	15,863	$	0	$	0	$	15,863

Securities included in Level 1 represent securities which have publicly traded quoted prices.

The carrying value of cash equivalents approximates fair value due to the low level of risk these assets present and their relatively liquid nature, particularly given their short maturities. The Company also holds certain financial instruments that are not carried at fair value on the condensed consolidated balance sheets, including held-to-maturity securities. Held-to-maturity securities consist primarily of state and municipal bonds. The fair values of these debt securities are based on quoted market prices and yields for the same or similar securities, which the Company determined to be Level 2 inputs. As of October 31, 2020, the fair value of held-to-maturity securities was $7,431 compared to the carrying amount of $7,410. As of February 1, 2020, the fair value of held-to-maturity securities was $12,544 compared to the carrying amount of $12,532.

The carrying values of receivables, accounts payable, accrued expenses, and other current liabilities approximates fair value because of their short-term nature. From time to time, the Company measures certain assets at fair value on a non-recurring basis, specifically long-lived assets evaluated for impairment. These are typically store specific assets, which are reviewed for impairment when circumstances indicate impairment may exist due to the questionable recoverability of the carrying values of long-lived assets. If expected future cash flows related to a store’s assets are less than their carrying value, an impairment loss would be recognized for the difference between the carrying value and the estimated fair value of the store's assets. The fair value of the store's assets is estimated utilizing an income-based approach based on the expected cash flows over the remaining life of the store's lease.

Given the substantial reduction in the Company's sales (and the related impact on cash flow projections) as a result of store closures due to the COVID-19 pandemic, an impairment assessment was triggered for certain stores as of May 2, 2020. This analysis resulted in $1,000 of store-related asset impairment charges in the fiscal quarter ended May 2, 2020. There was no impairment related to long-lived assets for all other periods presented.

6.Leases

The Company's lease portfolio is primarily comprised of leases for retail store locations. The Company also leases certain equipment and corporate office space. Store leases for new stores typically have an initial term of 10 years, with options to renew for an additional 1 to 5 years. The exercise of lease renewal options is at the Company's sole discretion and is included in the lease term for calculations of its right-of-use assets and liabilities when it is reasonably certain that the Company plans to renew these leases. Certain store lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Lease agreements do not contain any residual value guarantees, material restrictive covenants, or options to purchase the leased property.

The Company has elected to apply the practical expedient to account for lease components (e.g. fixed payments for rent, insurance, and real estate taxes) and non-lease components (e.g. fixed payments for common area maintenance) together as a single component for all underlying asset classes. Additionally, the Company elected as an accounting policy to exclude short-term leases from the recognition requirements.

Given the store closures resulting from the COVID-19 pandemic, the Company paid essentially full rent for the month of April but was then able to negotiate substantial rent deferrals for May and June. Consistent with guidance in the FASB Staff Q&A regarding lease concessions related to the effects of the COVID-19 pandemic, the Company has made the election to treat all lease concessions as though the enforceable rights and obligations existed in each contract and, therefore, will not apply the lease modification guidance in ASC 842. As such, these deferrals have had no impact to rent expense. Amounts deferred and payable in future periods have been included in "accounts payable" on the Company's condensed consolidated balance sheets

Lease expense is included in cost of sales in the condensed consolidated statements of income. The components of total lease cost are as follows:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019

Operating lease cost	$	24,322	$	22,711	$	73,343	$	65,937
Variable lease cost (a)	6,908		7,404		13,064		25,240
Total lease cost	$	31,230	$	30,115	$	86,407	$	91,177

(a) Includes variable payments related to both lease and non-lease components, such as contingent rent payments based on performance and payments related to taxes, insurance, and maintenance costs. Also includes payments related to short-term leases with periods of less than twelve months.

Supplemental cash flow information related to leases is as follows:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	25,070	$	23,013	$	65,280	$	66,278

Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	7,659	$	24,134	$	13,629	$	30,230

The Company uses its incremental borrowing rate as the discount rate to determine the present value of lease payments. As of October 31, 2020, the weighted-average remaining lease term was 4.7 years and the weighted-average discount rate was 3.8%.

The table below reconciles undiscounted future lease payments (e.g. fixed payments for rent, insurance, real estate taxes, and common area maintenance) for each of the next five fiscal years and the total of the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of October 31, 2020:


Fiscal Year	Operating Leases (a)
2020 (remaining)	$	24,948
2021	85,677
2022	73,283
2023	60,167
2024	44,959
Thereafter	55,165
Total lease payments	344,199
Less: Imputed interest	29,876
Total operating lease liability	$	314,323

(a) Operating lease payments exclude $925 of legally binding minimum lease payments for leases signed, but not yet commenced.

7.Supplemental Cash Flow Information

The Company had non-cash investing activities during the thirty-nine week periods ended October 31, 2020 and November 2, 2019 of $297 and ($64), respectively. The non-cash investing activity relates to the change in the balance of unpaid purchases of property, plant, and equipment included in accounts payable as of the end of the period. The liability for unpaid purchases of property, plant, and equipment included in accounts payable was $262 and $559 as of October 31, 2020 and February 1, 2020, respectively. Amounts reported as unpaid purchases are recorded as cash outflows from investing activities for purchases of property, plant, and equipment in the condensed consolidated statement of cash flows in the period they are paid.

Additional cash flow information for the Company includes cash paid for income taxes during the thirty-nine week periods ended October 31, 2020 and November 2, 2019 of $16,632 and $27,193, respectively.

8.Stock-Based Compensation

The Company has several stock option plans which allow for granting of stock options to employees, executives, and directors. The Company has not granted any stock options since fiscal 2008 and there are currently no stock options outstanding. The Company also has a restricted stock plan that allows for the granting of non-vested shares of common stock to employees and executives and a restricted stock plan that allows for the granting of non-vested shares of common stock to non-employee directors. As of October 31, 2020, 731,803 shares were available for grant under the Company’s various restricted stock plans, of which 632,242 shares were available for grant to executive officers.

Compensation expense was recognized during fiscal 2020 and fiscal 2019 for equity-based grants, based on the grant date fair value of the awards. The fair value of grants of non-vested common stock awards is the stock price on the date of grant.

Information regarding the impact of compensation expense related to grants of non-vested shares of common stock is as follows:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019

Stock-based compensation expense, before tax	$	1,261	$	356	$	3,894	$	2,889

Stock-based compensation expense, after tax	$	952	$	269	$	2,940	$	2,181

Non-vested shares of common stock granted during the thirty-nine week periods ended October 31, 2020 and November 2, 2019 were granted pursuant to the Company’s 2005 Restricted Stock Plan and the Company’s 2008 Director Restricted Stock Plan. Shares granted under the 2005 Plan are typically "performance based" and vest over a period of four years, only upon certification by the Compensation Committee of the Board of Directors that the Company has achieved its pre-established performance targets for the fiscal year. Certain shares granted under the 2005 Plan, however, are "non-performance based" and vest over a period of four years without being subject to the achievement of performance targets. Shares granted under the 2008 Director Plan vest 25% on the date of grant and then in equal portions on each of the first three anniversaries of the date of grant.

A summary of the Company’s stock-based compensation activity related to grants of non-vested shares of common stock for the thirty-nine week period ended October 31, 2020 is as follows:


	Shares	Weighted Average Grant Date Fair Value

Non-Vested - beginning of year	507,863	$	18.23
Granted	370,600	24.41
Forfeited	(143,550)	17.39
Vested	(41,349)	18.39
Non-Vested - end of quarter	693,564	$	21.70

As of October 31, 2020, there was $5,797 of unrecognized compensation expense related to grants of non-vested shares. It is expected that this expense will be recognized over a weighted average period of approximately 2.0 years. The total fair value of shares vested during the thirty-nine week periods ended October 31, 2020 and November 2, 2019 was $748 and $698, respectively. During the thirty-nine week period ended October 31, 2020, 143,100 shares (representing one-half of the "performance based" shares granted during fiscal 2019 under the 2005 Restricted Stock Plan) were forfeited because the Company did not achieve all of the performance targets established for the fiscal 2019 grants.

9.Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value investments. The amendments are effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2019. This ASU did not have a material impact on the Company's condensed consolidated financial statements for the thirteen and thirty-nine week periods ended October 31, 2020.

THE BUCKLE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto of the Company included in this Form 10-Q. All references herein to the “Company”, “Buckle”, “we”, “us”, or similar terms refer to The Buckle, Inc. and its subsidiary. The following is management’s discussion and analysis of certain significant factors which have affected the Company’s financial condition and results of operations during the periods included in the accompanying condensed consolidated financial statements.

EXECUTIVE OVERVIEW

Company management considers the following items to be key performance indicators in evaluating Company performance.

Comparable Store Sales – Stores are deemed to be comparable stores if they were open in the prior year on the first day of the fiscal period being presented. Stores which have been remodeled, expanded, and/or relocated, but would otherwise be included as comparable stores, are not excluded from the comparable store sales calculation. Online sales are included in comparable store sales. Management considers comparable store sales to be an important indicator of current Company performance, helping leverage certain fixed costs when results are positive. Negative comparable store sales results could reduce net sales and have a negative impact on operating leverage, thus reducing net earnings.

Net Merchandise Margins – Management evaluates the components of merchandise margin including initial markup and the amount of markdowns during a period. Any inability to obtain acceptable levels of initial markups or any significant increase in the Company’s use of markdowns could have an adverse effect on the Company’s gross margin and results of operations.

Operating Margin – Operating margin is a good indicator for management of the Company’s success. Operating margin can be positively or negatively affected by comparable store sales, merchandise margins, occupancy costs, and the Company’s ability to control operating costs.

Cash Flow and Liquidity (working capital) – Management reviews current cash and short-term investments along with cash flow from operating, investing, and financing activities to determine the Company’s short-term cash needs for operations and expansion. The Company believes that existing cash, short-term investments, and cash flow from operations will be sufficient to fund current and long-term anticipated capital expenditures and working capital requirements for the next several years.

RESULTS OF OPERATIONS

The following table sets forth certain financial data expressed as a percentage of net sales and the percentage change in the dollar amount of such items compared to the prior period:


	Percentage of Net Sales						Percentage of Net Sales
	For Thirteen Weeks Ended				Percentage		For Thirty-Nine Weeks Ended				Percentage
	October 31, 2020		November 2, 2019		Increase/(Decrease)		October 31, 2020		November 2, 2019		Increase/(Decrease)

Net sales	100.0	%	100.0	%	12.0	%	100.0	%	100.0	%	(7.4)	%
Cost of sales (including buying, distribution, and occupancy costs)	53.4	%	58.3	%	2.7	%	59.3	%	60.4	%	(9.2)	%
Gross profit	46.6	%	41.7	%	25.0	%	40.7	%	39.6	%	(4.7)	%
Selling expenses	21.1	%	22.9	%	3.1	%	21.4	%	23.3	%	(14.9)	%
General and administrative expenses	3.9	%	4.0	%	11.0	%	5.0	%	4.9	%	(5.8)	%
Income from operations	21.6	%	14.8	%	62.5	%	14.3	%	11.4	%	16.5	%
Other income, net	0.4	%	0.5	%	(7.7)	%	0.4	%	0.7	%	(55.1)	%
Income before income taxes	22.0	%	15.3	%	60.2	%	14.7	%	12.1	%	12.3	%
Income tax expense	5.4	%	3.7	%	60.2	%	3.6	%	3.0	%	12.3	%
Net income	16.6	%	11.6	%	60.2	%	11.1	%	9.1	%	12.3	%

Net sales increased from $224.1 million in the third quarter of fiscal 2019 to $251.0 million in the third quarter of fiscal 2020, a 12.0% increase. Comparable store net sales for the thirteen week quarter ended October 31, 2020 increased 12.4% from comparable store net sales for the prior year thirteen week period ended November 2, 2019. The comparable store sales increase for the quarter was primarily attributable to an 8.2% increase in the number of transactions, a 2.8% increase in the average unit retail, and a 0.8% increase in the average number of units sold per transaction. Total net sales for the quarter were also impacted by the Company's permanent closing of 4 stores during fiscal 2019 and the opening of 3 new stores and permanent closure of 5 stores during the first three quarters of fiscal 2020. Online sales for the quarter increased 72.5% to $46.4 million for the thirteen week period ended October 31, 2020 compared to $26.9 million for the thirteen week period ended November 2, 2019.

Net sales decreased from $629.3 million for the first three quarters of fiscal 2019 to $582.4 million for the first three quarters of fiscal 2020, a 7.4% decrease. Comparable store net sales for the thirty-nine week period ended October 31, 2020 decreased 7.1% from comparable store net sales for the prior year thirty-nine week period ended November 2, 2019. The comparable store sales decrease for the quarter was primarily attributable to a 10.9% reduction in the number of transactions, partially offset by a 2.2% increase in the average unit retail and a 2.0% increase in the average number of units sold per transaction. Net sales for the year-to-date period were impacted by the temporary closure of all brick and mortar stores beginning March 18, 2020 due to the COVID-19 pandemic, as further described in Footnote 2. Total net sales for the year-to-date period were also impacted by the Company's permanent closing of 4 stores during fiscal 2019 and the opening of 3 new stores and closure of 5 stores during the first three quarters of fiscal 2020. Online sales for the year-to-date period increased 67.3% to $124.4 million for the thirty-nine week period ended October 31, 2020 compared to $74.4 million for the thirty-nine week period ended November 2, 2019.

The Company's average retail price per piece of merchandise sold increased $1.29, or 2.8%, during the third quarter of fiscal 2020 compared to the third quarter of fiscal 2019. This $1.29 increase was primarily attributable to the following changes (with their corresponding effect on the overall average price per piece): a 2.1% increase in average denim price points ($0.40), a 6.5% increase in average accessories price points ($0.24), a 2.1% increase in average knit shirt price points ($0.23), an increase in average price points for certain other merchandise categories ($0.08), and a shift in the merchandise mix ($0.34). These changes are primarily a reflection of merchandise shifts in terms of brands and product styles, fabrics, details, and finishes.

For the year-to-date period, the Company's average retail price per piece of merchandise sold increased $0.97, or 2.2%, compared to the same period in fiscal 2019. This $0.97 increase was primarily attributable to the following changes (with their corresponding effect on the overall average price per piece): a 2.2% increase in average knit shirt price points ($0.22), a 0.8% increase in average denim price points ($0.14), a 3.2% increase in average accessories price points ($0.12), an increase in average price points for certain other merchandise categories ($0.01), and a shift in merchandise mix ($0.48). These changes are primarily a reflection of merchandise shifts in terms of brands and product styles, fabrics, details, and finishes.

Gross profit after buying, distribution, and occupancy expenses increased from $93.5 million in the third quarter of fiscal 2019 to $117.0 million in the third quarter of fiscal 2020. As a percentage of net sales, gross profit increased from 41.7% in the third quarter of fiscal 2019 to 46.6% in the third quarter of fiscal 2020. The gross margin increase was the result of leveraged occupancy, buying, and distribution expenses (3.30%, as a percentage of net sales) and an improvement in merchandise margins (1.60%, as a percentage of net sales).

Year-to-date, gross profit decreased from $248.9 million for the thirty-nine week period ended November 2, 2019 to $237.2 million for the thirty-nine week period ended October 31, 2020. As a percentage of net sales, gross profit increased from 39.6% for the first three quarters of fiscal 2019 to 40.7% for the first three quarters of fiscal 2020. The gross margin increase for the year-to-date period was the result of an improvement in merchandise margins (1.30%, as a percentage of net sales), partially offset by deleveraged occupancy, buying, and distribution expenses (0.20%, as a percentage of net sales).

Selling expenses increased from $51.3 million in the third quarter of fiscal 2019 to $52.9 million in the third quarter of fiscal 2020. As a percentage of net sales, selling expenses decreased from 22.9% for the third quarter of fiscal 2019 to 21.1% for the third quarter of fiscal 2020. Year-to-date, selling expenses decreased from $146.4 million for the first three quarters of fiscal 2019 to $124.7 million for the first three quarters of fiscal 2020. As a percentage of net sales, selling expenses decreased from 23.3% for the first three quarters of fiscal 2019 to 21.4% for the first three quarters of fiscal 2020.

General and administrative expenses increased from $8.9 million in the third quarter of fiscal 2019 to $9.9 million in the third quarter of fiscal 2020. As a percentage of net sales, general and administrative expenses decreased from 4.0% in the third quarter of fiscal 2019 to 3.9% in the third quarter of fiscal 2020. Year-to-date, general and administrative expenses decreased from $30.8 million for the first three quarters of fiscal 2019 to $29.0 million for the first three quarters of fiscal 2020. As a percentage of net sales, general and administrative expenses increased from 4.9% in fiscal 2019 to 5.0% in fiscal 2020 .

In total, selling, general, and administrative expenses were 25.0% of net sales for the third quarter of fiscal 2020 compared to 26.9% of net sales for the third quarter of fiscal 2019. Reductions in store labor-related expenses (2.20%, as a percentage of net sales), travel costs (0.50%, as a percentage of net sales), and certain other expense categories (0.80%, as a percentage of net sales) were partially offset by increased shipping costs associated with the Company's strong online sales growth (0.75%, as a percentage of net sales) and increased expense related to incentive compensation accruals (0.85%, as a percentage of net sales).

For the year-to-date period, total selling, general, and administrative expenses were 26.4% of net sales compared to 28.2% of net sales for the first three quarters of fiscal 2019. Reductions in store labor-related expenses (2.75%, as a percentage of net sales) and travel costs (0.45%, as a percentage of net sales) were partially offset by increased shipping costs associated with the Company's strong online sales growth (1.05%, as a percentage of net sales) and increased expense related to incentive compensation accruals (0.35%, as a percentage of net sales).

As a result of the above changes, the Company's income from operations was $54.1 million in the third quarter of fiscal 2020 compared to $33.3 million in the third quarter of fiscal 2019. Income from operations was 21.6% of net sales in the third quarter of fiscal 2020 compared to 14.8% of net sales in the third quarter of fiscal 2019.

Year-to-date, income from operations was $83.5 million for the thirty-nine week period ended October 31, 2020 compared to $71.6 million for the thirty-nine week period ended November 2, 2019. Income from operations was 14.3% of net sales for the first three quarters of fiscal 2020 compared to 11.4% of net sales for the first three quarters of fiscal 2019.

Other income decreased from $1.1 million in the third quarter of fiscal 2019 to $1.0 million in the third quarter of fiscal 2020. Other income for the year-to-date period decreased from $4.4 million for the thirty-nine week period ended November 2, 2019 to $2.0 million for the thirty-nine week period ended October 31, 2020. The Company's other income is derived primarily from investment income related to the Company's cash and investments.

Income tax expense as a percentage of pre-tax income was 24.5% in both the third quarter of fiscal 2020 and the third quarter of fiscal 2019, bringing net income to $41.6 million in the third quarter of fiscal 2020 compared to $26.0 million in the third quarter of fiscal 2019.

Income tax expense as a percentage of pre-tax income was 24.5% for both the first three quarters of fiscal 2020 and the first three quarters of fiscal 2019, bringing year-to-date net income to $64.5 million for fiscal 2020 compared to $57.5 million for fiscal 2019.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2020, the Company had working capital of $278.3 million, including $331.9 million of cash and cash equivalents and $7.4 million of short-term investments. The Company's cash receipts are generated from retail sales and from investment income, and the Company's primary ongoing cash requirements are for inventory, payroll, occupancy costs, dividend payments, new store expansion, remodeling, and other capital expenditures. Historically, the Company's primary source of working capital has been cash flow from operations. During the first three quarters of fiscal 2020 and fiscal 2019, the Company's cash flow from operations was $126.3 million and $64.9 million, respectively. Changes in operating cash flow between periods is primarily a function of changes in net income, along with changes in inventory and accounts payable based on the timing and amount of merchandise purchased in each respective period. In addition to an increase in net income, strong operating cash flow for the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019 is due to changes in inventory and accounts payable as the Company managed and adjusted to changing trends as a result of COVID-19, along with the deferral of a significant portion of the Company's May and June store rent payments and reductions in the Company's estimated tax payments for fiscal 2020.

The uses of cash for both thirty-nine week periods primarily include payment of annual bonuses accrued at fiscal year end, inventory purchases, dividend payments, construction costs for new and remodeled stores, other capital expenditures, and purchases of investment securities.

During the first three quarters of fiscal 2020 and 2019, the Company invested $3.6 million and $5.0 million, respectively, in new store construction, store renovation, and store technology upgrades. The Company also spent $1.0 million and $0.5 million in the first three quarters of fiscal 2020 and 2019, respectively, in capital expenditures for the corporate headquarters and distribution facility.

During the remainder of fiscal 2020, the Company anticipates completing one additional full store remodel project. Management estimates that total capital expenditures during fiscal 2020 will be approximately $6.0 to $8.0 million, which includes primarily planned store projects and technology investments. The Company believes that existing cash and cash equivalents, investments, and cash flow from operations will be sufficient to fund current and long-term anticipated capital expenditures and working capital requirements for the next several years. The Company has a consistent record of generating positive cash flow from operations each year and, as of October 31, 2020, had total cash and investments of $356.1 million, including $16.7 million of long-term investments.

Future conditions, however, may reduce the availability of funds based upon factors such as a decrease in demand for the Company's product, change in product mix, competitive factors, public health crises, and general economic conditions as well as other risks and uncertainties which would reduce the Company's sales, net profitability, and cash flows. Also, the Company's acceleration in store openings and/or remodels or the Company entering into a merger, acquisition, or other financial related transaction could reduce the amount of cash available for further capital expenditures and working capital requirements.

The Company has available an unsecured line of credit of $25.0 million with Wells Fargo Bank, N.A. for operating needs and letters of credit. The line of credit agreement has an expiration date of July 31, 2021 and provides that $10.0 million of the $25.0 million line is available for letters of credit. Borrowings under the line of credit provide for interest to be paid at a rate based on LIBOR. The Company has, from time to time, borrowed against these lines of credit. There were no bank borrowings during the first three quarters of fiscal 2020 or 2019. The Company had no bank borrowings as of October 31, 2020 and was in compliance with the terms and conditions of the line of credit agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon The Buckle, Inc.’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires that management make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the financial statement date, and the reported amounts of sales and expenses during the reporting period. The Company regularly evaluates its estimates, including those related to inventory, investments, incentive bonuses, and income taxes. Management bases its estimates on past experience and on various other factors that are thought to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes that the estimates and judgments used in preparing these consolidated financial statements were the most appropriate at that time. Presented below are those critical accounting policies that management believes require subjective and/or complex judgments that could potentially affect reported results of operations. The critical accounting policies and estimates utilized by the Company in the preparation of its condensed consolidated financial statements for the period ended October 31, 2020 have not changed materially from those utilized for the fiscal year ended February 1, 2020, included in The Buckle Inc.’s 2019 Annual Report on Form 10-K.

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 $12.1 million and $15.3 million as of October 31, 2020 and February 1, 2020, 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.

The Company establishes a liability for estimated merchandise returns, based upon the historical average sales return percentage, that is recognized at the transaction value. The Company also recognizes a return asset and a corresponding adjustment to cost of sales for the Company's right to recover returned merchandise, which is measured at the estimated carrying value, less any expected recovery costs. Customer returns could potentially exceed the historical average, thus reducing future net sales results and potentially reducing future net earnings. The accrued liability for reserve for sales returns was $3.3 million as of October 31, 2020 and $2.3 million as of February 1, 2020.

The Company's Guest Loyalty program allows participating guests to earn points for every qualifying purchase, which (after achievement of certain point thresholds) are redeemable as a discount off a future purchase. Reported revenue is net of both current period reward redemptions and accruals for estimated future rewards earned under the Guest Loyalty program. A liability has been recorded for future rewards based on the Company's estimate of how many earned points will turn into rewards and ultimately be redeemed prior to expiration. As of October 31, 2020 and February 1, 2020, $9.9 million and $9.6 million was included in "accrued store operating expenses" as a liability for estimated future rewards.

Through partnership with Comenity Bank, the Company offers a private label credit card ("PLCC"). Customers with a PLCC are enrolled in our B-Rewards incentive program and earn points for every qualifying purchase on their card. At the end of each rewards period, customers who have exceeded a minimum point threshold receive a reward to be redeemed on a future purchase. The B-Rewards program also provides other discount and promotional opportunities to cardholders on a routine basis. Reported revenue is net of both current period reward redemptions, current period discounts and promotions, and accruals for estimated future rewards earned under the B-Rewards program. A liability has been recorded for future rewards based on the Company's estimate of how many earned points will turn into rewards and ultimately be redeemed prior to expiration, which is included in "gift certificates redeemable" 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 $13.0 million as of October 31, 2020 and $12.2 million as of February 1, 2020.

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. The Company's lease portfolio is primarily comprised of leases for retail store locations. The Company also leases certain equipment and corporate office space. Store leases for new stores typically have an initial term of 10 years, with options to renew for an additional 1 to 5 years. The exercise of lease renewal options is at the Company's sole discretion and is included in the lease term for calculations of its right-of-use assets and liabilities when it is reasonably certain that the Company plans to renew these leases. Certain store lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Lease agreements do not contain any residual value guarantees, material restrictive covenants, or options to purchase the leased property.

Consistent with guidance in the FASB Staff Q&A regarding lease concessions related to the effects of the COVID-19 pandemic, the Company has made the election to treat all lease concessions as though the enforceable rights and obligations existed in each contract and, therefore, will not apply the lease modification guidance in ASC 842.

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.

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND COMMERCIAL COMMITMENTS

As referenced in the table below, the Company has contractual obligations and commercial commitments that may affect the financial condition of the Company. Based on management’s review of the terms and conditions of its contractual obligations and commercial commitments, there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur which would have a material effect on the Company’s financial condition, results of operations, or cash flows. In addition, the commercial obligations and commitments made by the Company are customary transactions which the Company believes to be similar to those of other comparable retail companies.

The following table identifies the material obligations and commitments as of October 31, 2020:


	Payments Due by Fiscal Year
Contractual obligations (dollar amounts in thousands):	Total		2020 (remaining)		2021-2022		2023-2024		Thereafter

Purchase obligations	$	13,909	$	2,851	$	8,624	$	1,878	$	556
Deferred compensation	16,729		—		—		—		16,729
Operating lease payments (a)	344,199		24,948		158,960		105,126		55,165
Total contractual obligations	$	374,837	$	27,799	$	167,584	$	107,004	$	72,450

(a) See Footnote 6 to the condensed consolidated financial statements.

The Company has available an unsecured line of credit of $25.0 million, which is excluded from the preceding table. The line of credit agreement has an expiration date of July 31, 2021 and provides that $10.0 million of the $25.0 million line is available for letters of credit. Certain merchandise purchase orders require that the Company open letters of credit. When the Company takes possession of the merchandise, it releases payment on the letters of credit. The amounts of outstanding letters of credit reported reflect the open letters of credit on merchandise ordered, but not yet received or funded. The Company believes it has sufficient credit available to open letters of credit for merchandise purchases. There were no bank borrowings during the first three quarters of fiscal 2020 or the first three quarters of fiscal 2019. The Company had outstanding letters of credit totaling $1.9 million and $1.5 million as of October 31, 2020 and February 1, 2020, respectively. The Company has no other off-balance sheet arrangements.

SEASONALITY

The Company's business is seasonal, with the holiday season (from approximately November 15 to December 30) and the back-to-school season (from approximately July 15 to September 1) historically contributing the greatest volume of net sales. For fiscal years 2019, 2018, and 2017, the holiday and back-to-school seasons accounted for approximately 35% of the Company's fiscal year net sales. Quarterly results may vary significantly depending on a variety of factors including the timing and amount of sales and costs associated with the opening of new stores, the timing and level of markdowns, the timing of store closings, the remodeling of existing stores, competitive factors, and general economic conditions.

FORWARD LOOKING STATEMENTS

Information in this report, other than historical information, may be considered to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Act”). Such statements are made in good faith by the Company pursuant to the safe-harbor provisions of the 1995 Act. In connection with these safe-harbor provisions, this management’s discussion and analysis contains certain forward-looking statements, which reflect management’s current views and estimates of future economic conditions, Company performance, and financial results. The statements are based on many assumptions and factors that could cause future results to differ materially. Such factors include, but are not limited to, changes in product mix, changes in fashion trends, competitive factors, and general economic conditions, economic conditions in the retail apparel industry, as well as other risks and uncertainties inherent in the Company’s business and the retail industry in general. Any changes in these factors could result in significantly different results for the Company. The Company further cautions that the forward-looking information contained herein is not exhaustive or exclusive. The Company does not undertake to update any forward-looking statements, which may be made from time to time by or on behalf of the Company.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk - The Company is exposed to market risk related to interest rate risk on the cash and investments in interest-bearing securities. These investments have carrying values that are subject to interest rate changes that could impact earnings to the extent that the Company did not hold the investments to maturity. If there are changes in interest rates, those changes would also affect the investment income the Company earns on its cash and investments. For each one-quarter percent decline in the interest/dividend rate earned on cash and investments, the Company’s net income would decrease approximately $0.5 million, or less than $0.01 per share. This amount could vary based upon the number of shares of the Company’s stock outstanding and the level of cash and investments held by the Company.

ITEM 4 – CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that material information, which is required to be timely disclosed, is accumulated and communicated to management in a timely manner. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that information required to be disclosed by the Company in the Company’s reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms.

Change in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

THE BUCKLE, INC.

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings: None

Item 1A. Risk Factors:

There have been no material changes from the risk factors disclosed under “Item 1A - Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:

The following table sets forth information concerning purchases made by the Company of its common stock for each of the months in the fiscal quarter ended October 31, 2020:


	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

Aug. 2, 2020 to Aug. 29, 2020	-	-	-	410,655
Aug. 30, 2020 to Oct. 3, 2020	-	-	-	410,655
Oct. 4, 2020 to Oct. 31, 2020	-	-	-	410,655
	-	-	-

The Board of Directors authorized a 1,000,000 share repurchase plan on November 20, 2008. The Company has 410,655 shares remaining to complete this authorization.

Item 3. Defaults Upon Senior Securities: None

Item 4. Mine Safety Disclosures: None

Item 5. Other Information: None

Item 6. Exhibits:


Exhibit 31.1			Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.2			Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 32.1			Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2			Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101			The following materials from The Buckle, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			THE BUCKLE, INC.

Date:	December 10, 2020	By:	/s/ DENNIS H. NELSON
			DENNIS H. NELSON,
			President and CEO
			(principal executive officer)

Date:	December 10, 2020	By:	/s/ THOMAS B. HEACOCK
			THOMAS B. HEACOCK,
			Senior Vice President of Finance, Treasurer, and CFO
			(principal accounting officer)

EXHIBIT INDEX


Exhibit 31.1			Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.2			Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 32.1			Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2			Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101			The following materials from The Buckle, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

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The Buckle, Inc. (BKE) 10-Q2020 Q3 Quarterly report

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