Edgar Filing: BUCKLE INC

a6538399.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 30, 2010

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	(I.R.S. Employer
incorporation or organization)	Identification No.)

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

(Address of principal executive offices) (Zip Code)

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

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

Title of class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

___________________________________________________________

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. (See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

þ Large accelerated filer; o Accelerated filer; o Non-accelerated filer; o Smaller Reporting Company

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, as of December 3, 2010, was 46,739,247.

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		16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25

Item 4.	Controls and Procedures		25


Part II. Other Information

Item 1.	Legal Proceedings		26

Item 1A.	Risk Factors		26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		26

Item 3.	Defaults Upon Senior Securities		26

Item 4.	Reserved		26

Item 5.	Other Information		26

Item 6.	Exhibits		26

Signatures			27

THE BUCKLE, INC.

BALANCE SHEETS
(Amounts in Thousands Except Share and Per Share Amounts)
(Unaudited)


	October 30,			January 30,
ASSETS	2010			2010

CURRENT ASSETS:
Cash and cash equivalents	$	139,180		$	135,340
Short-term investments		25,302			22,687
Receivables		4,609			6,911
Inventory		111,235			88,187
Prepaid expenses and other assets		14,202			11,684
Total current assets		294,528			264,809

PROPERTY AND EQUIPMENT		341,512			305,974
Less accumulated depreciation and amortization		(170,177	)		(159,392	)
		171,335			146,582

LONG-TERM INVESTMENTS		71,212			72,770
OTHER ASSETS		6,503			4,742

	$	543,578		$	488,903

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	35,891		$	24,364
Accrued employee compensation		26,082			41,463
Accrued store operating expenses		10,326			8,866
Gift certificates redeemable		9,160			13,507
Income taxes payable		4,997			3,830
Total current liabilities		86,456			92,030

DEFERRED COMPENSATION		7,439			5,957
DEFERRED RENT LIABILITY		37,533			36,657
Total liabilities		131,428			134,644

COMMITMENTS

STOCKHOLDERS’ EQUITY:
Common stock, authorized 100,000,000 shares of $.01 par value; 46,601,528 and 46,381,263
shares issued and outstanding at October 30, 2010 and January 30, 2010, respectively		466			464
Additional paid-in capital		79,387			78,837
Retained earnings		332,964			275,751
Accumulated other comprehensive loss		(667	)		(793	)
Total stockholders’ equity		412,150			354,259

	$	543,578		$	488,903

See notes to unaudited condensed financial statements.

THE BUCKLE, INC.

STATEMENTS OF INCOME
(Amounts in Thousands Except Per Share Amounts)
(Unaudited)


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	October 30,		October 31,		October 30,		October 31,
	2010		2009		2010		2009

SALES, Net of returns and allowances	$	243,346	$	231,238	$	646,782	$	623,841

COST OF SALES (Including buying,
distribution, and occupancy costs)		137,404		129,121		372,001		352,743

Gross profit		105,942		102,117		274,781		271,098

OPERATING EXPENSES:
Selling		44,063		43,017		120,550		118,121
General and administrative		7,530		7,427		21,169		21,452
		51,593		50,444		141,719		139,573

INCOME FROM OPERATIONS		54,349		51,673		133,062		131,525

OTHER INCOME, Net		470		1,192		2,869		3,651

INCOME BEFORE INCOME TAXES		54,819		52,865		135,931		135,176

PROVISION FOR INCOME TAXES		20,448		19,560		50,703		50,015

NET INCOME	$	34,371	$	33,305	$	85,228	$	85,161


EARNINGS PER SHARE:
Basic	$	0.75	$	0.73	$	1.85	$	1.87

Diluted	$	0.73	$	0.71	$	1.81	$	1.83

Basic weighted average shares		46,068		45,709		46,095		45,626
Diluted weighted average shares		46,916		46,719		46,989		46,621

See notes to unaudited condensed financial statements.

THE BUCKLE, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollar Amounts in Thousands Except Share and Per Share Amounts)
(Unaudited)


													Accumulated
							Additional						Other
	Number			Common			Paid-in			Retained			Comprehensive
	of Shares			Stock			Capital			Earnings			Loss			Total

FISCAL 2010
BALANCE, January 31, 2010		46,381,263		$	464		$	78,837		$	275,751		$	(793	)	$	354,259

Net income		-			-			-			85,228			-			85,228
Dividends paid on common stock,
($0.60 per share)		-			-			-			(28,015	)		-			(28,015	)
Common stock issued on exercise
of stock options		224,080			2			974			-			-			976
Issuance of non-vested stock, net of forfeitures		242,985			2			(2	)		-			-			-
Amortization of non-vested stock grants,
net of forfeitures		-			-			3,207			-			-			3,207
Stock option compensation expense		-			-			48			-			-			48
Common stock purchased and retired		(246,800	)		(2	)		(5,992	)		-			-			(5,994	)
Income tax benefit related to exercise of
stock options		-			-			2,315			-			-			2,315
Unrealized loss on investments, net of tax		-			-			-			-			126			126

BALANCE, October 30, 2010		46,601,528		$	466		$	79,387		$	332,964		$	(667	)	$	412,150


FISCAL 2009
BALANCE, February 1, 2009		45,906,265		$	459		$	68,894		$	268,789		$	(920	)	$	337,222

Net income		-			-			-			85,161			-			85,161
Dividends paid on common stock,
($2.40 per share)		-			-			-			(111,065	)		-			(111,065	)
Common stock issued on exercise
of stock options		191,527			2			1,472			-			-			1,474
Issuance of non-vested stock, net of forfeitures		196,788			2			(2	)		-			-			-
Amortization of non-vested stock grants,
net of forfeitures		-			-			3,592			-			-			3,592
Stock option compensation expense		-			-			142			-			-			142
Income tax benefit related to exercise
of stock options		-			-			1,871			-			-			1,871
Unrealized loss on investments, net of tax		-			-			-			-			(171	)		(171	)

BALANCE, October 31, 2009		46,294,580		$	463		$	75,969		$	242,885		$	(1,091	)	$	318,226

See notes to unaudited condensed financial statements.

THE BUCKLE, INC.

STATEMENTS OF CASH FLOWS
(Dollar Amounts in Thousands)
(Unaudited)

	Thirty-nine Weeks Ended
	October 30, 2010			October 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	85,228		$	85,161
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization		20,967			17,811
Amortization of non-vested stock grants, net of forfeitures		3,207			3,592
Stock option compensation expense		48			142
Realized gain on securities		-			(1,379	)
Deferred income taxes		(1,205	)		(1,385	)
Other		360			(90	)
Changes in operating assets and liabilities:
Receivables		1,092			(1,259	)
Inventory		(23,048	)		(34,250	)
Prepaid expenses and other assets		(1,929	)		(2,516	)
Accounts payable		12,811			12,421
Accrued employee compensation		(15,381	)		(10,318	)
Accrued store operating expenses		1,460			2,056
Gift certificates redeemable		(4,347	)		(3,065	)
Income taxes payable		2,474			386
Long-term liabilities and deferred compensation		2,358			2,949

Net cash flows from operating activities		84,095			70,256

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(47,378	)		(34,630	)
Proceeds from sale of property and equipment		14			308
Change in other assets		(1,271	)		28
Purchases of investments		(33,976	)		(43,212	)
Proceeds from sales/maturities of investments		33,118			26,510

Net cash flows from investing activities		(49,493	)		(50,996	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of stock options		976			1,474
Excess tax benefit from stock option exercises		2,271			1,863
Purchases of common stock		(5,994	)		-
Payment of dividends		(28,015	)		(111,065	)

Net cash flows from financing activities		(30,762	)		(107,728	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3,840			(88,468	)

CASH AND CASH EQUIVALENTS, Beginning of period		135,340			162,463

CASH AND CASH EQUIVALENTS, End of period	$	139,180		$	73,995

See notes to unaudited condensed financial statements.

THE BUCKLE, INC.

NOTES TO FINANCIAL STATEMENTS

THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 30, 2010 AND OCTOBER 31, 2009

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

(Unaudited)

1.	Management Representation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for 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 financial statements for the fiscal year ended January 30, 2010, included in The Buckle, Inc.'s 2009 Form 10-K.

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”), which was established by FASB as the sole source of authoritative GAAP for financial statements issued for reporting periods ending on or after September 15, 2009.

2.	Description of the Business

The Company is a retailer of medium to better priced casual apparel, footwear, and accessories for fashion conscious young men and women. The Company operates its business as one reportable industry segment. The Company had 421 stores located in 41 states throughout the continental United States as of October 30, 2010 and 404 stores in 41 states as of October 31, 2009. During the third quarter of fiscal 2010, the Company opened two new stores and substantially remodeled seven stores. During the third quarter of fiscal 2009, the Company opened four new stores, substantially remodeled four stores, and closed one store.

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

	Percentage of Net Sales						Percentage of Net Sales
	Thirteen Weeks Ended						Thirty-nine Weeks Ended
Merchandise Group	Oct. 30, 2010			Oct. 31, 2009			Oct. 30, 2010			Oct. 31, 2009

Denims		48.6	%		46.2	%		44.4	%		41.4	%
Tops (including sweaters)		32.9			35.2			33.9			36.8
Accessories		8.2			7.1			7.8			7.5
Sportswear/Fashions		1.4			1.5			6.5			6.7
Footwear		5.0			5.2			5.1			5.0
Outerwear		3.3			4.3			1.7			2.0
Casual bottoms		0.5			0.4			0.5			0.5
Other		0.1			0.1			0.1			0.1

		100.0	%		100.0	%		100.0	%		100.0	%

3.	Net 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, including stock options.

	Thirteen Weeks Ended							Thirteen Weeks Ended
	October 30, 2010							October 31, 2009
			Weighted							Weighted
			Average		Per Share					Average		Per Share
	Income		Shares		Amount			Income		Shares		Amount

Basic EPS	$	34,371		46,068	$	0.75		$	33,305		45,709	$	0.73

Effect of Dilutive Securities:
Stock options and
non-vested shares		-		848		(0.02	)		-		1,010		(0.02	)

Diluted EPS	$	34,371		46,916	$	0.73		$	33,305		46,719	$	0.71

	Thirty-nine Weeks Ended							Thirty-nine Weeks Ended
	October 30, 2010							October 31, 2009
			Weighted							Weighted
			Average		Per Share					Average		Per Share
	Income		Shares		Amount			Income		Shares		Amount

Basic EPS	$	85,228		46,095	$	1.85		$	85,161		45,626	$	1.87

Effect of Dilutive Securities:
Stock options and
non-vested shares		-		894		(0.04	)		-		995		(0.04	)

Diluted EPS	$	85,228		46,989	$	1.81		$	85,161		46,621	$	1.83

4.	Investments

The following is a summary of investments as of October 30, 2010:

	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	$	21,775	$	-	$	(1,060	)	$	(725	)	$	19,990
Preferred stock		2,000		-		-			(1,974	)		26
	$	23,775	$	-	$	(1,060	)	$	(2,699	)	$	20,016

Held-to-Maturity Securities:
State and municipal bonds	$	53,280	$	614	$	(16	)	$	-		$	53,878
Fixed maturities		7,581		105		-			-			7,686
Certificates of deposit		700		22		-			-			722
U.S. treasuries		7,498		1		(1	)		-			7,498
	$	69,059	$	742	$	(17	)	$	-		$	69,784

Trading Securities:
Mutual funds	$	7,347	$	92	$	-		$	-		$	7,439

The following is a summary of investments as of January 30, 2010:

	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	$	24,775	$	-	$	(1,258	)	$	(725	)	$	22,792
Municipal bonds		8,116		14		(14	)		-			8,116
Preferred stock		2,000		-		-			(1,974	)		26
	$	34,891	$	14	$	(1,272	)	$	(2,699	)	$	30,934

Held-to-Maturity Securities:
State and municipal bonds	$	47,036	$	535	$	(10	)	$	-		$	47,561
Fixed maturities		8,890		92		-			-			8,982
Certificates of deposit		1,640		27		-			-			1,667
U.S. treasuries		1,000		1		-			-			1,001
	$	58,566	$	655	$	(10	)	$	-		$	59,211

Trading Securities:
Mutual funds	$	6,200	$	-	$	(243	)	$	-		$	5,957

The auction-rate securities and preferred stock were invested as follows as of October 30, 2010:

Nature	Underlying Collateral	Par Value
Municipal revenue bonds	98% insured by AAA/AA/A-rated bond insurers at October 30, 2010	$	10,425
Municipal bond funds	Fixed income instruments within issuers' money market funds		8,400
Student loan bonds	Student loans guaranteed by state entities		2,950
Preferred stock	Underlying investments of closed-end funds		2,000
Total par value		$	23,775

As of October 30, 2010, the Company’s auction-rate securities portfolio was 60% AAA/Aaa-rated, 24% AA/Aa-rated, 8% A-rated, and 8% below A-rated.

The amortized cost and fair value of debt securities by contractual maturity as of October 30, 2010 is as follows:

	Amortized		Fair
	Cost		Value
Held-to-maturity securities:
Less than 1 year	$	25,302	$	25,363
1 - 5 years		42,106		42,609
5 - 10 years		883		1,020
Greater than 10 years		768		792
	$	69,059	$	69,784

At October 30, 2010 and January 30, 2010, $20,016 and $26,634 of available-for-sale securities and $43,757 and $40,179 of held-to-maturity securities are classified in long-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.

The Company’s investments in auction-rate securities (“ARS”) and preferred securities are classified as available-for-sale and reported at fair market value. As of October 30, 2010, the reported investment amount is net of $1,060 of temporary impairment and $2,699 of other-than-temporary impairment (“OTTI”) to account for the impairment of certain securities from their stated par value. The $1,060 temporary impairment is reported, net of tax, as an “accumulated other comprehensive loss” of $667 in stockholders’ equity as of October 30, 2010. For the investments considered temporarily impaired, the Company believes that these ARS can be successfully redeemed or liquidated through future auctions at par value plus accrued interest. The Company believes it has the ability and maintains its intent to hold these investments until such recovery of market value occurs; therefore, the Company believes the current lack of liquidity has created the temporary impairment in valuation.

As of October 30, 2010, the Company had $21,775 invested in ARS and $2,000 invested in preferred securities, at par value, which are reported at their estimated fair value of $19,990 and $26, respectively. As of January 30, 2010, the Company had $24,775 invested in ARS and $2,000 invested in preferred securities, which were reported at their estimated fair value of $22,792 and $26, respectively. ARS have a long-term stated maturity, but are reset through a “dutch auction” process that occurs every 7 to 49 days, depending on the terms of the individual security. Until February 2008, the ARS market was highly liquid. During February 2008, however, a significant number of auctions related to these securities failed, meaning that there was not enough demand to sell the entire issue at auction. The failed auctions have limited the current liquidity of certain of the Company’s investments in ARS and the Company has reason to believe that certain of the underlying issuers of its ARS are currently at risk. The Company does not, however, anticipate that further auction failures will have a material impact on the Company’s ability to fund its business. During the third quarter of fiscal 2010, the Company was able to successfully liquidate $700 of its investments in ARS at par value. The Company reviews all investments for OTTI at least quarterly or as indicators of impairment exist. Indicators of impairment include the duration and severity of decline in market value. In addition, the Company considers qualitative factors including, but not limited to, the financial condition of the investee, the credit rating of the investee, and the current and expected market and industry conditions in which the investee operates.

As of October 30, 2010, all of the Company’s investments in ARS and preferred securities were classified as long-term investments. As of January 30, 2010, $1,350 of the Company’s investments in ARS and preferred securities was classified in short-term investments and $21,468 was classified in long-term investments.

5.	Fair Value Measurements

As defined by FASB ASC 820, Fair Value Measurements and Disclosures, 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. 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.

As of October 30, 2010 and January 30, 2010, the Company held certain assets that are required to be measured at fair value on a recurring basis including available-for-sale and trading securities. The Company’s available-for-sale securities include its investments in ARS, as further described in Note 4. The failed auctions, beginning in February 2008, related to certain of the Company’s investments in ARS have limited the availability of quoted market prices. The Company has determined the fair value of its ARS using Level 1 inputs for known or anticipated subsequent redemptions at par value, Level 2 inputs using observable inputs, and Level 3 using unobservable inputs where the following criteria were considered in estimating fair value:

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).

In addition, the Company considers other factors including, but not limited to, the financial condition of the investee, the credit rating, insurance, guarantees, collateral, cash flows, and the current and expected market and industry conditions in which the investee operates. Management believes it has used information that was reasonably obtainable in order to complete its valuation process and determine if the Company’s investments in ARS had incurred any temporary and/or other-than-temporary impairment as of October 30, 2010 and January 30, 2010.

Future fluctuations in fair value of ARS that the Company judges to be temporary, including any recoveries of previous write-downs, would be recorded as an adjustment to “accumulated other comprehensive loss.” The value and liquidity of ARS held by the Company may be affected by continued auction-rate failures, the credit quality of each security, the amount and timing of interest payments, the amount and timing of future principal payments, and the probability of full repayment of the principal. Additional indicators of impairment include the duration and severity of the decline in market value. The interest rates on these investments will be determined by the terms of each individual ARS. The material risks associated with the ARS held by the Company include those stated above as well as the current economic environment, downgrading of credit ratings on investments held, and the volatility of the entities backing each of the issues.

The Company’s financial assets measured at fair value on a recurring basis subject to the disclosure requirements of FASB ASC 820 were as follows:

	Fair Value Measurements at Reporting Date Using
October 30, 2010	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-Sale Securities:
Auction-rate securities	$	-	$	11,404	$	8,586	$	19,990
Preferred stock		26		-		-		26
Trading Securities (including mutual funds)		7,439		-		-		7,439
Totals	$	7,465	$	11,404	$	8,586	$	27,455

	Fair Value Measurements at Reporting Date Using
January 30, 2010	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Available-for-Sale Securities:
Auction-rate securities	$	1,261	$	12,894	$	8,637	$	22,792
Municipal bonds		8,116		-		-		8,116
Preferred stock		26		-		-		26
Trading Securities (including mutual funds)		5,957		-		-		5,957
Totals	$	15,360	$	12,894	$	8,637	$	36,891

ARS, municipal bonds, and preferred securities included in Level 1 represent securities which have a known or anticipated upcoming redemption as of the reporting date and those that have publicly traded quoted prices. ARS included in Level 2 represent securities which have not experienced a successful auction subsequent to the end of fiscal 2007. The fair market value for these securities was determined by applying a discount to par value based on auction prices for similar securities and by utilizing a discounted cash flow model, using market-based inputs, to determine fair value. The Company used a discounted cash flow model to value its Level 3 investments, using estimates regarding recovery periods, yield, and liquidity. The assumptions used are subjective based upon management’s judgment and views on current market conditions, and resulted in $714 of the Company’s recorded temporary impairment and $725 of the OTTI as of October 30, 2010. The use of different assumptions would result in a different valuation and related temporary impairment charge.

Changes in the fair value of the Company’s financial assets measured at fair value on a recurring basis as defined in FASB ASC 820 are as follows:

	Thirty-nine Weeks Ended October 30, 2010
	Level 1			Level 2			Level 3
Balance, beginning of year	$	15,360		$	12,894		$	8,637
Total gains or losses (realized and unrealized):
Included in net income		371			-			-
Included in other comprehensive income		27			99			-
Purchases, sales, issuances, and settlements (net)		(8,293	)		(1,589	)		(51	)
Transfers in and/or out		-			-			-
Balance, end of quarter	$	7,465		$	11,404		$	8,586

	Thirty-nine Weeks Ended October 31, 2009
	Level 1		Level 2			Level 3
Balance, beginning of year	$	6,240	$	21,468		$	7,260
Total gains or losses (realized and unrealized):
Included in net income		474		-			-
Included in other comprehensive income		20		(191	)		-
Purchases, sales, issuances, and settlements (net)		5,654		(5,122	)		(25	)
Transfers in and/or out		1,300		(1,300	)		-
Balance, end of quarter	$	13,688	$	14,855		$	7,235

6.	Comprehensive Income

Comprehensive income consists of net income and unrealized gains and losses on available-for-sale securities. Unrealized losses on the Company’s investments in auction-rate securities have been included in accumulated other comprehensive loss and are separately included as a component of stockholders’ equity, net of related income taxes.

	Thirteen Weeks Ended
	October 30, 2010		October 31, 2009

Net income	$	34,371	$	33,305
Changes in net unrealized losses on investments,
net of taxes of $0 and $44		-		(76	)
Comprehensive Income	$	34,371	$	33,229

	Thirty-nine Weeks Ended
	October 30, 2010		October 31, 2009

Net income	$	85,228	$	85,161
Changes in net unrealized losses on investments,
net of taxes of $(74) and $100		126		(171	)
Comprehensive Income	$	85,354	$	84,990

7.	Supplemental Cash Flow Information

The Company had non-cash investing activities during the thirty-nine week periods ended October 30, 2010 and October 31, 2009 of $1,284 and $(1,704), respectively. The non-cash investing activity relates to unpaid purchases of property, plant, and equipment included in accounts payable as of the end of the quarter. Amounts reported as unpaid purchases are recorded as cash outflows from investing activities for purchases of property, plant, and equipment in the 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 30, 2010 and October 31, 2009 of $47,163 and $49,153, 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 options are in the form of non-qualified stock options and are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant. The options generally expire ten years from the date of grant. 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 30, 2010, 641,748 shares were available for grant under the various stock option plans, of which 452,111 were available for grant to executive officers. Also as of October 30, 2010, 399,763 shares were available for grant under the Company’s 2005 Restricted Stock Plan (all of which were available for grant to executive officers) and 65,624 shares were available for grant under the Company’s 2008 Director Restricted Stock Plan.

The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation-Stock Compensation. Compensation expense was recognized during fiscal 2010 and fiscal 2009 for new awards, based on the grant date fair value, as well as for the portion of awards granted in fiscal years prior to FASB ASC 718 adoption that was not vested as of the beginning of fiscal 2006. The fair value of stock options is determined using the Black-Scholes option pricing model, while 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 stock-based compensation expense is as follows:

	Thirteen Weeks Ended
	October 30, 2010		October 31, 2009
Stock-based compensation expense, before tax:
Stock options	$	16	$	33
Non-vested shares of common stock		1,039		1,179
Total stock-based compensation expense, before tax	$	1,055	$	1,212
Total stock-based compensation expense, after tax	$	665	$	764

	Thirty-nine Weeks Ended
	October 30, 2010		October 31, 2009
Stock-based compensation expense, before tax:
Stock options	$	48	$	142
Non-vested shares of common stock		3,207		3,592
Total stock-based compensation expense, before tax	$	3,255	$	3,734
Total stock-based compensation expense, after tax	$	2,051	$	2,352

FASB ASC 718 requires the benefits of tax deductions in excess of the compensation cost recognized for stock options exercised during the period to be classified as financing cash inflows. This amount is shown as “excess tax benefit from stock option exercises” on the statements of cash flows. For the thirty-nine week periods ended October 30, 2010 and October 31, 2009, the excess tax benefit realized from exercised stock options was $2,271 and $1,863, respectively.

No stock options were granted during fiscal 2010 or fiscal 2009. On September 21, 2009, the Board of Directors authorized a $1.80 per share special one-time cash dividend to be paid on October 27, 2009 to shareholders of record at the close of business on October 15, 2009. To preserve the intrinsic value for option holders, the Board also approved, pursuant to the terms of the Company’s various stock option plans, a proportional adjustment to both the exercise price and the number of shares covered by each award for all outstanding stock options. This adjustment did not result in any incremental compensation expense.

A summary of the Company’s stock-based compensation activity related to stock options for the thirty-nine week period ended October 30, 2010 is as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
Outstanding - beginning of year		1,352,111		$	5.02
Granted		-			-
Expired/forfeited		-			-
Exercised		(224,080	)		4.36
Outstanding - end of quarter		1,128,031		$	5.15		2.65	years	$	27,005
Exercisable - end of quarter		1,121,260		$	5.03		2.62	years	$	26,972

The total intrinsic value of options exercised during the thirty-nine week periods ended October 30, 2010 and October 31, 2009 was $6,400 and $5,286, respectively. As of October 30, 2010, there was $16 of unrecognized compensation expense related to non-vested stock options. It is expected that this expense will be recognized over a weighted average period of approximately 0.25 years.

Non-vested shares of common stock granted during the thirty-nine week periods ended October 30, 2010 and October 31, 2009 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 typically 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. 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 30, 2010 is as follows:

	Shares			Weighted Average Grant Date Fair Value

Non-Vested - beginning of year		405,345		$	23.29
Granted		243,900			28.53
Forfeited		(915	)		24.83
Vested		(51,516	)		21.75
Non-Vested - end of quarter		596,814		$	25.56

As of October 30, 2010, there was $4,301 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 1.8 years. The total fair value of shares vested during the thirty-nine week periods ended October 30, 2010 and October 31, 2009 was $1,871 and $1,393, respectively.

9.	Recently Issued Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 revises two disclosure requirements concerning fair value measurements and clarifies two others. It requires separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers. It will also require the presentation of purchases, sales, issuances, and settlements within Level 3 on a gross basis rather than a net basis. The amendments also clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements. The new disclosures about fair value measurements are presented in Note 5 to these financial statements, except for the requirement concerning gross presentation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 had no effect on the Company’s financial position or results of operations.

10.	Subsequent Events

On November 18, 2010, subsequent to the end of the quarter, the Company issued a press release announcing that at a meeting of the Board of Directors, held on November 17, 2010, the Board authorized a $2.50 per share special one-time cash dividend to be paid to shareholders of record at the close of business on December 3, 2010, with a payment date of December 21, 2010.

THE BUCKLE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Financial Statements and notes thereto of the Company included in this Form 10-Q. The following is management’s discussion and analysis of certain significant factors which have affected the Company’s financial condition and results of operations during the periods included in the accompanying financial statements.

EXECUTIVE OVERVIEW

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 excluded from 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.

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 table below sets forth the percentage relationships of sales and various expense categories in the Statements of Income for the thirteen and thirty-nine week periods ended October 30, 2010 and October 31, 2009:

	Percentage of Net Sales						Percentage			Percentage of Net Sales						Percentage
	Thirteen Weeks Ended						Increase/			Thirty-nine Weeks Ended						Increase/
	Oct. 30, 2010			Oct. 31, 2009			(Decrease)			Oct. 30, 2010			Oct. 31, 2009			(Decrease)

Net sales		100.0	%		100.0	%		5.2	%		100.0	%		100.0	%		3.7	%
Cost of sales (including buying,
distribution, and occupancy costs)		56.5	%		55.8	%		6.4	%		57.5	%		56.6	%		5.5	%
Gross profit		43.5	%		44.2	%		3.7	%		42.5	%		43.4	%		1.4	%
Selling expenses		18.1	%		18.6	%		2.4	%		18.6	%		18.9	%		2.1	%
General and administrative expenses		3.1	%		3.2	%		1.4	%		3.3	%		3.4	%		-1.3	%
Income from operations		22.3	%		22.4	%		5.2	%		20.6	%		21.1	%		1.2	%
Other income, net		0.2	%		0.5	%		-60.6	%		0.4	%		0.6	%		-21.4	%
Income before income taxes		22.5	%		22.9	%		3.7	%		21.0	%		21.7	%		0.6	%
Provision for income taxes		8.4	%		8.5	%		4.5	%		7.8	%		8.0	%		1.4	%
Net income		14.1	%		14.4	%		3.2	%		13.2	%		13.7	%		0.1	%

Net sales increased from $231.2 million in the third quarter of fiscal 2009 to $243.3 million in the third quarter of fiscal 2010, a 5.2% increase. Comparable store sales increased by $1.1 million, or 0.5%, for the thirteen week period ended October 30, 2010 compared to the same period in the prior year. The comparable store sales increase was primarily due to a 2.3% increase in the average retail price per piece of merchandise sold during the period and a 1.4% increase in the average number of units sold per transaction, partially offset by a 3.2% decrease in the number of transactions at comparable stores during the period. Sales growth for the thirteen